Terms and Conditions

1. Scope of Application

These terms and conditions apply to all contracts, services, and deliveries between predic8 GmbH, hereinafter referred to as “Consultant,” and the Client, unless otherwise agreed in writing.

2. Services

The Consultant provides services in the areas of IT consulting, software development, system integration, and project management. The exact scope of services shall be defined in the respective offer or contract.

3. Conclusion of Contract

A contract is formed through written confirmation by the Consultant or through implied conduct (e.g., commencement of services following acceptance of the offer).

4. Fees

Fees are charged on an hourly or daily rate basis as outlined in the offer or agreement. All prices are exclusive of applicable VAT. Travel and incidental expenses will be billed separately.

5. Payment Terms

5.1 Services rendered will be billed upon completion. For ongoing or partial services, invoices are typically issued on a monthly basis. All invoices are issued as written invoices via e-mail. Please provide the complete billing address when placing the order; subsequent changes to the billing address are not possible.

5.2 Invoices are due within 14 days of the invoice date without any deduction.

6. Client Obligations

The Client shall provide all necessary information, access, and resources required for the proper performance of the services. Delays caused by the Client’s failure to cooperate will extend agreed deadlines accordingly.

7. Confidentiality

7.1 Definition. “Confidential Information” means any non-public, proprietary, or commercially sensitive data disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”)—whether in writing, orally, electronically, or by inspection—such as business plans, customer lists, code, technical designs, pricing, and trade secrets.

7.2 Obligations. The Receiving Party shall:

  • Treat all Confidential Information with at least the same care it uses for its own sensitive information (but never less than reasonable care).
  • Use Confidential Information solely to fulfill obligations under this Agreement.
  • Disclose it only to those employees, contractors, or agents who need it to perform work under this Agreement and who are bound by comparable confidentiality obligations.
  • Not copy or reproduce it except as necessary for performance.
  • Promptly notify the Disclosing Party of any unauthorized use or disclosure and assist in remedying the breach.

7.3 Exclusions. Confidential Information does not include information that:

  • Is or becomes publicly known through no fault of the Receiving Party;
  • Was already in the Receiving Party’s lawful possession;
  • Is rightfully obtained from a third party without restriction;

Is independently developed by the Receiving Party without reference to the Disclosing Party’s materials.

7.4 Duration. The confidentiality obligations survive for five (5) years after termination of this Agreement—or longer for any trade secrets, to the extent protected by law.

7.5 Return/Destruction. Upon termination or at the Disclosing Party’s request, the Receiving Party shall return or destroy all materials containing Confidential Information and certify in writing that it has done so, except for one archival copy kept solely for compliance purposes.

8. Intellectual Property and Usage Rights

8.1 Unless otherwise agreed, all intellectual property rights, including rights to developed concepts, source code, and documentation, remain with the Consultant until full payment has been received.

8.2 Third-Party Components. Any third-party or open-source software included in a deliverable is governed by its own license. The Consultant will disclose such components and provide the applicable license terms.

8.3 Non-Infringement Warranty. The Consultant warrants that, to its knowledge, deliverables (excluding third-party components) do not infringe any third-party intellectual property rights. If a valid infringement claim arises, the Consultant will either (a) obtain rights for continued use, (b) replace or modify the deliverable to avoid infringement, or (c) remove the infringing portion and refund the related fees if (a) or (b) is not commercially feasible.

9. Liability

The Consultant shall be liable only for damages caused by intent or gross negligence. For minor negligence, liability is limited to breaches of essential contractual obligations and to the amount of foreseeable, typical damages. The Consultant is only liable for data loss if the Client has demonstrably performed proper and regular data backups.

10. Term and Termination

Unless otherwise agreed, the contract may be terminated with two weeks' notice to the end of the month. The right to terminate for good cause remains unaffected.

11. Final Provisions

If any provision of these Terms is found to be invalid, the remaining provisions shall remain unaffected. German law shall apply. Place of jurisdiction is the registered office of the Consultant.