General Terms & Conditions 
of DIGITALL Nature Germany GmbH (hereafter “DIGITALL”)
Zur Giesserei 19-27B, 76227 Karlsruhe, Germany
 
1.	Introduction/Scope 
1.1.	These General Terms & Conditions (hereafter “GT&C”) shall apply to all current and future business transactions executed between DIGITALL and its business clients (hereafter “the parties”). Any deviations in the client’s conditions shall not be valid unless expressly accepted in writing by DIGITALL (hereafter also “we” or “us” or “our”). Our GT&C shall also apply if we knowingly and without reservation provide services to a client whose conditions conflict with or deviate from these GT&C. 
1.2.	We provide services in the information technology field. We submit a written proposal and attachments that precisely set forth the contractual services to be rendered, schedule, fees, terms of payment, the client’s project-specific duties, etc. (hereafter “Proposal”).
1.3.	Individual provisions in a Contract with a client shall have prevalence over these GT&C. All such provisions must be in writing, including a waiver of this provision. Contracts signed electronically via special cloud-based e-signature services (Adobe Sign, Docusign, etc.) shall also satisfy the written form requirement.
1.4.	Unless otherwise stated, our Proposal is valid for thirty (30) days. A contract shall go into effect once the client accepts our Proposal (hereafter “Contract”).  
2.	Services
2.1.	We provide IT services in the areas of cyber security, software engineering, data and AI, cloud services, CRM and others. 
2.2.	The client supervises and controls our services throughout the duration of the project.
2.3.	We reserve the right to hire third parties as subcontractors or vicarious agents, and vouch for their careful selection, instruction, and supervision. We also reserve the right to render the same or similar services for different clients. 
3.	Duties of the Client
3.1.	The client shall perform, at no cost to us, all its duties necessary for us to perform the contractual services on time and shall be obligated to actively support DIGITALL in rendering the services. 
3.2.	The duties of the client include making all arrangements in its operations deemed necessary for us to render the contractual services. These encompass, in particular: 
 	Informing us of all activities and conditions of significance for rendering the contractual services; 
 	Appointing competent staff, as required, especially representatives for issuing binding instructions to DIGITALL;
 	Drawing up the performance specifications for a project; 
 	Coordinating the tasks and making decisions, on time and as deemed necessary; 
 	Supplying the required data, documents, and information on time and in an acceptable quality; 
3.3.	The Client shall promptly inform DIGITALL in writing in the event of changes to the Client’s legal status, including but not limited to: legal name, legal representative, registered address, company number and VAT number.
3.4.	If in connection with the performance of the services DIGITALL is required to use technology or materials provided to DIGITALL by the client, the client warrants that it has the necessary rights to provide such technology or materials to DIGITALL and grants us a non-exclusive and non-transferable right to use them in performance of the Contract. The client will hold us harmless against any liability for infringement of IP rights in such cases, and shall bear any costs incurred by DIGITALL for defence against third-party claims of infringement. 
3.5.	The client shall bear the burden for delays and extra costs incurred by us upon default by the client in fulfilling its duties, whereby we may bill the client for such extra outlays based on the prices agreed in the Contract.
4.	Fees/Compensation
4.1.	We shall bill the client for the services rendered as per the Contract.
4.2.	Unless otherwise negotiated, our fees shall be net of the statutory VAT and exclude travel expenses, accommodation costs, per-diem allowances, and any ancillary outlays we incur, such as taxes, customs duties, fees, etc. Any such ancillary expenses must be pre-approved by the client and will be invoiced at actual cost. 
4.3.	When billing on time and material basis, for normal working hours the daily rate is determined in accordance with the respective role (consulting level) and is specified in the Contract. The applicable hourly rate is calculated on the basis of the daily rate. Additional charges for agreed work outside usual working hours are:
 	between 6 pm and 9 am:150 % of the fixed hourly rate;
 	Weekends (Saturdays and Sundays): 175 % of the fixed hourly rate;
 	for national holidays of the respective country from which the services are provided: 200% of the fixed hourly rate;
4.4.	For T&M assignments, we shall submit monthly statements for the hours billed to the assignment. For a fixed-price contract, payment shall be due upon reaching the milestones to be defined in the project schedule. 
4.5.	Our terms of payment are net fourteen (14) calendar days from the date of the invoice; the client shall automatically be deemed delinquent after this period. We reserve the right to charge the statutory interest and related charges on overdue payments. 
4.6.	If the client does not pay within the respective deadline, including where non-payment is due to a state of emergency and/or force majeure circumstances, we reserve the right to suspend, without prior notice and without any other formality, the services provided, until the full payment of the duly issued invoices. In such cases, we also reserve the right to terminate the Contract with immediate effect.
4.7.	The client may offset counterclaims against us only if we consent thereto in writing, or if the counterclaim has been upheld in a final ruling of a court of competent jurisdiction. The client shall not assign claims or rights against us to a third party without our written consent. We reserve our right to transfer our receivables from the client, for which we inform the client. 
5.	Schedule
5.1.	We shall use our best efforts to adhere to the defined schedule, while identifying potential delays and notifying the client in writing as soon as possible. Any adjustments required shall be worked out mutually between the parties. 
5.2.	A defined schedule shall be binding for both parties to the Contract, and may be modified only by mutual consent in writing. We shall strive to provide reasonable replacements for unavailable staff at short notice, if requested by the client, but cannot offer any guarantee thereto. 
5.3.	The schedule shall be automatically extended commensurate with the duration of a delay plus a reasonable start-up period thereafter, if the delay in question is caused by the client or third parties or as a result of events beyond our reasonable control, such as natural phenomena, mobilization, war, revolt, epidemics, accidents, employee illness, serious interruptions in our operations, industrial actions, delayed or defective supplies, or other actions taken by the authorities.
6.	Change Requests 
6.1.	Either party may at any time request a change to the contractual scope of services and/or the schedule for performance of the Contract. 
6.2.	If the client requests a change, we shall respond promptly as to the feasibility of the requested change and the resulting impact on the contractual services, attendant costs, and schedules. We may defer the requested change, if necessitated by our other projects. Each change shall be agreed upon in writing and signed by both parties. 
7.	IP Rights and Know-How
7.1.	Without an express agreement, our performance of the Contract shall not imply the granting of rights or licenses to the client to any of our patents, copyrights, trademarks, trade secrets, methodologies used by us to perform a contract, or to any other proprietary or IP rights that we are entitled to. 
7.2.	Unless otherwise stated in the Contract, we shall retain ownership of all IP rights, especially all copyrights, in work products created during Contract performance. The client shall be granted a free, nontransferable right to use these products for an unlimited period for its own purposes. 
7.3.	The Contract shall not affect the existing rights of each party to develop computer programs, designs, systems, and technologies that are independent of the contractually defined services. 
7.4.	Unless otherwise agreed upon in the Contract, both parties shall have the right to free use of the know-how generated under the Contract. 
7.5.	The provisions of paragraph 7 herein shall survive termination, rescindment, or completion of the Contract. 
8.	Performance/Acceptance 
8.1.	For fixed-fee engagements, upon completion of each milestone, we will deliver to the client the respective deliverables, as defined in the Contract. For time and materials engagements, we will deliver timesheets to the client.
8.2.	If the client reasonably believes that we did not perform the work in conformance with the Contract, the client will inform DIGITALL within the Acceptance Period, in writing. The client will specifically identify each alleged instance of non-conformance. “Acceptance Period” means a period of 10 (ten) business days following the delivery of a project milestone, for fixed-fee engagements; and a period of 5 (five) business days following submission of timesheets to the client, for time and material engagements.
8.3.	In case of objection, DIGITALL will correct the deficiencies pointed out by the client and re-submit the project milestone or timesheet for approval by the client, whereby a new Acceptance Period commences.
8.4.	If we do not receive the client’s acceptance or rejection within the Acceptance Period, the services/deliverables are deemed accepted by the client.
9.	SLAs for Security Services in MS Azure
9.1.	DIGITALL's service level agreements (SLAs) for providing acknowledgment, monitoring, and security services in Microsoft Azure—primarily in Microsoft Sentinel— are directly correlated with the service availability of the vendor-provided online offerings. You can find Microsoft's SLA statements for online services here.
9.2.	Unforeseen events from the vendor may include, but are not limited to:
 	Service down (Global)
 	Service down (Regional)
 	Access delegation problems
 	Software defects
9.3.	In circumstances where the vendor is unable to provide DIGITALL's employees with functional services, the signed SLA for monitoring and response between DIGITALL and the Client is suspended until the online services are back up and operational. 
9.4.	Inability to perform the services must be confirmed by both the vendor and DIGITALL's infrastructure & cloud experts.
9.5.	DIGITALL can assist the Client in configuring alerting based on service availability for their Azure tenant.
10.	Indemnification
10.1.	We will defend the client against any third party claim that the deliverables, when used as contemplated by the Contract, infringe any patent, trademark or copyright of a third party and indemnify the client against the resulting damages finally awarded against the client by a court of competent jurisdiction. However, this is only applicable if the client promptly informs us of any infringement claim, allows us to take over the defense and assists us where necessary. Client may not settle any claim without the prior written consent of DIGITALL. 
10.2.	In the interim period before the claim is settled, we may also do one of the following: (i) procure the rights necessary for the client to make continued use of the affected deliverables; (ii) replace or modify the deliverables to make them non-infringing; or (iii) upon certified deletion of the affected deliverables by the client, refund the corresponding fees paid under the Contract.
10.3.	Notwithstanding the above, DIGITALL disclaims all liability with respect to claims based on: 1.) use of the deliverable in a manner not envisioned by the Contract; 2.) use of a modified version of the deliverable not made or approved by DIGITALL; or 3) the specifications, designs or instructions of the client to DIGITALL.
11.	Warranties and Limitation of Liability
11.1.	The client shall have the right to require us to remedy any problems with our work at no cost, whereby the client shall support us in resolving such problems. 
11.2.	For claims concerning errors, the client shall provide us with proof that the cause does not lie in the client’s requirements, system environment, or in the manner of use by the client. We shall assist in identifying the cause(s) of problems for which we are responsible, at no cost to the client. 
11.3.	Except with respect to claims pursuant to the section 9 above, our total liability under the Contract shall be limited to actual direct damages caused by DIGITALL’s negligence and shall not exceed the value of the Contract. This limitation of liability does not apply to intentional or grossly negligent acts or omissions, or to liability for death or personal injury.
11.4.	Neither party will be liable to the other for indirect, incidental, consequential or special damages, including any loss of profits, business opportunity, revenue, or goodwill, even if such party has been advised of the possibility of such damages.
11.5.	Our liability for loss of data shall be limited to the typical costs incurred for recovery, predicated upon regular backups being made in a form that is appropriate for the risks faced. 
11.6.	The aforementioned provisions of this paragraph shall also apply in the interests of our employees. 
12.	Confidentiality/Data Backups by Client
12.1.	”Confidential Information” means any information or materials provided by one party (“Discloser”) to the other party (“Recipient”), whether written, oral, in electronic form or in any other media, that is clearly identified in writing at the time of disclosure as being confidential, or a reasonable person would assume under the circumstances to be confidential, including but not limited to any business and financial information, trade secrets and know-how, customers, suppliers, plans or strategy, patents, trademarks, software, maps, drawings, designs, specifications, call reports, plans, functional and technical requirements.
12.2.	Recipient will not use any Confidential Information of Discloser for any purpose not expressly permitted by the Contract, and will disclose the Confidential Information of Discloser only to Recipient’s employees, contractors, officers and advisors who have a need to know the Confidential Information for purposes of the Contract and who are under a duty of confidentiality.  Recipient will protect Discloser’s Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature, but with no less than reasonable care. This confidentiality obligation shall be in force for the duration of the Contract and for a period of 5 (five) years after its termination, notwithstanding the grounds for it.
12.3.	This confidentiality obligation shall not apply to information that: (i) was already rightfully known to the Recipient at the time of disclosure; (ii) was disclosed to Recipient by a third party who had the right to make the disclosure without any confidentiality restrictions; (iii) is, or through no fault of Recipient, has become, generally available to the public; or (iv) was independently developed by Recipient without access to, or use of, Discloser's Confidential Information.  In addition, Recipient will be allowed to disclose Discloser’s Confidential information to the extent that the disclosure is required by law or by order of a court or similar judicial or administrative body, provided that Recipient notifies (to the extent permitted by law) Discloser of that required disclosure promptly and in writing and cooperates with Discloser, at Discloser’s request and expense, in any lawful action to contest or limit the scope of that required disclosure.
12.4.	We reserve the right to include the client in our official list of clients, whereas any further references shall require the client’s prior consent, which shall not be declined without just cause. If our Contract requires us to work with or on the client’s IT devices, the client shall backup all its data in time before we commence our work and while we perform the relevant tasks. These backups should be such that the affected data can be reconstructed, with a reasonable effort, from a machine-readable data storage medium in case of data destruction, loss, or tampering. 
13.	DIGITALL Employees
13.1.	The client shall not undertake any actions whatsoever that may impact the employment relationships of our employees assigned to work for the client. 
13.2.	During the course of the Contract and for a period of 1 (one) year thereafter, the client shall not directly or indirectly solicit the employment or services of our employees who were involved in the performance of the Contract, without our prior written consent. If the client hires our employees or enters into a similar legal relationship with them, the onus shall be on the client to prove that the client did not actively solicit those employees. For each violation of this non-solicitation provision, the client shall pay us a contractual penalty equal to the annual gross salary of the affected employee. 
14.	Miscellaneous
14.1.	Amendments and extensions to the Contract shall be set forth in writing in a supplementary agreement that expressly references the relevant Contract.
14.2.	If any provision in a Contract or these GT&C is declared or becomes void or unenforceable, the remaining provisions therein shall continue in full force and effect. 
14.3.	The Contract and these GT&C shall be governed by and construed in accordance with the laws of Bulgaria, to the exclusion of its conflict of laws provisions. The courts in Sofia, Bulgaria shall have exclusive jurisdiction to settle any disputes or claims arising out of these GT&C, the Contract or any supplementary agreement thereto.