1. Scope
1.1. These General Terms and Conditions apply to all contracts, deliveries and other services between Arantic Digital GmbH, represented by its Managing Director Philip Bellm, Johann-G.-Gutenberg-Str. 7, 82140 Olching (hereinafter “Arantic Digital”), and its customers (hereinafter the “Customer”), unless otherwise agreed in writing.
1.2. Any differing terms and conditions of the Customer shall not form part of the contract unless Arantic Digital expressly agrees to their application in writing.
2. Scope of services and contractual obligations
2.1. Arantic Digital provides IT services to optimise and automate the processing and use of business information for companies’ customers and employees. These services include, in particular:
-
consulting on, developing and integrating customised software solutions, IT processes, IT networks and server systems;
-
designing, implementing and supporting solutions based on artificial intelligence, for example for data analysis, automation, decision support or language processing;
-
planning, providing, migrating and operating cloud infrastructure and services, for example for hosting, data storage, or the provision of platforms or software;
-
selling and renting IT equipment and associated infrastructure components, for example servers, network equipment and storage solutions;
-
providing training; and
-
providing ongoing support to ensure the efficiency, security and currency of the systems in use.
2.2. The precise scope of services is specified in the respective contract or order confirmation. Arantic Digital reserves the right to provide partial services where this is reasonable for the Customer.
2.3. The Customer undertakes to provide all information, data and resources necessary for performance of the contract completely, correctly and in a timely manner. Any delays or additional effort resulting from insufficient cooperation by the Customer shall be borne by the Customer.
2.4. Changes to the agreed project scope require a written agreement. Such changes may result in additional costs and/or an extension of delivery times.
3. Remuneration and payment terms
3.1. Remuneration for the services provided is based on the prices specified in the contract or order confirmation. Unless expressly agreed otherwise, services are charged on a time-spent basis at hourly rates or as a flat fee.
3.2. All prices are exclusive of statutory VAT at the applicable rate.
3.3. Payments are due without deduction within 14 days of the invoice date. Early-payment discounts are granted only where expressly agreed.
3.4. In the event of late payment, Arantic Digital is entitled to charge default interest at nine percentage points above the applicable base interest rate. The right to claim further damages resulting from late payment remains reserved.
3.5. Additional costs, such as travel and material costs, shall be invoiced separately to the Customer unless expressly included in the quotation or contract.
4. Liability and warranty
4.1. Arantic Digital shall be liable only for intent and gross negligence. In cases of ordinary negligence, Arantic Digital shall be liable only for a breach of essential contractual obligations (cardinal obligations). In such cases, liability is limited to the damage typically foreseeable.
4.2. These limitations do not apply to damage resulting from injury to life, body or health.
4.3. Liability for lost profits, loss of production, loss of data or other indirect damage is excluded to the extent permitted by law.
4.4. The Customer is responsible for regularly backing up its data. Arantic Digital shall not be liable for data loss attributable to a failure by the Customer to perform backups.
4.5. The Customer’s warranty claims are initially limited to subsequent performance, by rectification or replacement. If subsequent performance fails, the Customer may reduce the contract price or withdraw from the contract.
4.6. Arantic Digital shall not be liable for infringement of third-party intellectual property rights caused by software not developed by Arantic Digital.
4.7. Arantic Digital shall be liable for the careful selection and supervision of subcontractors engaged to perform contractual services. Any further liability for gross negligence or intentional misconduct by subcontractors is excluded unless Arantic Digital demonstrably selected them improperly.
5. Intellectual property and rights of use
5.1. Arantic Digital retains all copyrights, rights of use and other intellectual property rights in the software and documentation created under the contract.
5.2. The Customer receives a non-exclusive, non-transferable right to use the developed software for the purpose specified in the contract. This does not include any rights to third-party components integrated into the software. Any additional rights of use must be agreed separately.
5.3. Modification, distribution or reproduction of the software is permitted only with Arantic Digital’s written consent.
5.4. The Customer undertakes to keep strictly confidential any trade secrets and confidential information of Arantic Digital that become known to it during the cooperation.
6. Data protection and data security
6.1. Arantic Digital undertakes to comply with data protection legislation, in particular the General Data Protection Regulation (GDPR).
6.2. The Customer’s personal data shall be processed only to the extent necessary to perform the contract. The Customer consents to the processing of its data for this purpose. Any further processing requires express consent. The Customer has the right to object to the processing of its personal data at any time, to the extent permitted by law.
6.3. Arantic Digital shall take appropriate technical and organisational measures to ensure the security of the data processed. The Customer is also obliged to take suitable measures to secure and protect its data.
7. Contract term and termination
7.1. The contract term and notice periods are specified in the respective contract. If no fixed term has been agreed, either party may terminate the contract by giving three months’ notice to the end of a calendar month. Maintenance and support obligations end upon termination of the contract unless a separate agreement is made.
If Arantic Digital has booked third-party services for a fixed term to perform the contract, for example cloud, licensing or hosting services, the term of the relevant service component shall automatically extend until the end of the minimum contractual term with the third-party provider. The Customer is obliged to bear the resulting costs for the entire term, provided these were expressly specified in the quotation or contract or are clearly apparent from the nature of the service, for example an annual licence.
7.2. The right to terminate for good cause without observing the ordinary notice period remains unaffected. Good cause exists, in particular, where either party materially breaches its contractual obligations and fails to remedy that breach within a reasonable period despite a written warning.
7.3. Upon termination of the contract, the Customer is obliged to return to Arantic Digital all software, documentation and other materials provided under the contract or, where technically possible, to delete them completely and verifiably, unless otherwise agreed.
8. Jurisdiction and applicable law
8.1. The court at the registered office of Arantic Digital GmbH (Olching) shall have jurisdiction over all disputes arising out of or in connection with this contract, provided the Customer is a merchant, a legal entity under public law or a special fund under public law. This jurisdiction agreement applies only if the Customer is not a consumer.
8.2. The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
9. Miscellaneous provisions
9.1. Amendments and additions to the contract require written form. This also applies to amendments to this written-form clause. Electronic text form within the meaning of Section 126b of the German Civil Code (BGB) is not sufficient.
9.2. If individual provisions of these Terms and Conditions are or become invalid, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a provision that comes as close as possible to its economic purpose.