General Terms and Conditions for Online Consulting Services of TechGDPR DPC GmbH
1. Scope and Applicability
1.1 These General Terms and Conditions (“Terms”) apply to all consulting services offered online by TechGDPR DPC GmbH (“TechGDPR”), based at Willy-Brandt-Platz 2, 12529 Berlin-Schönefeld, Germany.
1.2 By completing an online order and payment, the Client (“Client”) accepts these Terms, which govern all subsequent individual service orders (“Order” or “Orders”) between TechGDPR and the Client. Together, TechGDPR and the Client may be referred to as “the Parties.”
1.3 These Terms are governed by the laws of the Federal Republic of Germany, under exclusion of CISG provisions, with the place of jurisdiction in Berlin, Germany.
2. Services and Limitations
2.1 TechGDPR specializes in consulting for compliance, data privacy, and data security, as outlined in each Order.
2.2 TechGDPR does not warrant the achievement of any specific commercial objectives and does not provide legal advice or other services requiring a separate license, unless explicitly stated.
2.3 TechGDPR retains the right to use subcontractors for the delivery of services. Such subcontractors are bound to confidentiality under these Terms, with no direct contractual relationship established between the Client and any subcontractors.
2.4 TechGDPR is free to allocate its staff to provide the services, and reserves the right to render services for other clients concurrently.
3. Ordering and Acceptance of Orders
3.1 To place an Order, Clients complete an online order form, confirming both the selection of services and payment. TechGDPR will provide confirmation upon receipt of the Order, forming a binding contract for the agreed-upon services.
3.2 TechGDPR reserves the right to accept or decline any Order at its sole discretion. If declined, any payments received for the Order will be refunded promptly.
3.3 In case of contradictions, terms within an Order take precedence over the general Terms.
4. Client’s Obligations and Duty to Cooperate
4.1 The Client agrees to provide all necessary cooperation and access to data, facilities, and personnel as required for TechGDPR to render the services.
4.2 The Client shall designate a primary contact person and deputy who are authorized to make decisions or facilitate decisions required for the execution of the services.
4.3 Any delay or failure to cooperate may result in adjusted service schedules or additional fees, which TechGDPR will communicate in advance.
5. Compensation, Invoicing, and Payment
5.1 Fees for services are specified at the time of order and are subject to applicable VAT and other charges.
5.2 Unless otherwise specified, all payments are due in advance through the online payment platform at the time of the Order.
5.3 For ongoing services, invoices will be issued monthly or as per the Order’s specifications. Invoices are sent electronically, and the Client agrees to pay within 14 days of the invoice date.
5.4 TechGDPR reserves the right to adjust hourly fees for services with Subscription Terms exceeding one year based on the German Consumer Price Index (CPI) or upon contract renewal, with prior notice provided 60 days before any rate change.
6. Cancellations, Rescheduling, and Termination
6.1 The Client may cancel an Order up to 24 hours before the scheduled service time. Cancellations made later than 24 hours before the scheduled time are subject to a cancellation fee of 50% of the agreed service compensation.
6.2 Either Party may terminate the Agreement with two weeks’ notice to the end of the respective calendar month. However, any ongoing services at the time of termination will continue until completion or specific termination of the associated Order.
6.3 For Orders with a defined Subscription Term, termination rights are excluded except for cause or as specified in these Terms. Automatic renewal of an Order requires written notice of non-renewal at least 30 days before the expiration of the current term.
6.4 Upon termination, TechGDPR will return or destroy all Client documents and data, unless otherwise required by law.
7. Intellectual Property Rights
7.1 The Client retains ownership of any intellectual property shared with TechGDPR. TechGDPR will have a non-exclusive, non-transferable license to use this information solely for the purpose of performing the services.
7.2 Any work products created by TechGDPR remain the intellectual property of TechGDPR, and the Client is granted a limited license to use such work products only for internal purposes related to the consultation. This license is non-transferable and non-sublicensable.
8. Confidentiality and Data Protection
8.1 Both Parties agree to treat all shared information regarding each other’s business as confidential. TechGDPR will only use confidential information for the purpose of fulfilling its obligations under these Terms and will protect it from disclosure to third parties.
8.2 TechGDPR commits to data protection standards under the GDPR and other applicable data protection laws. Should TechGDPR act as a data processor, a separate data processing agreement will be concluded.
8.3 Confidentiality obligations remain effective after the termination of services.
9. Liability
9.1 TechGDPR’s liability for damages arising from its services is limited to intentional or gross negligence, excluding liability for personal injury, breach of cardinal obligations, and in cases of liability under product liability law.
9.2 Each Party is excused from performance due to Force Majeure events (e.g., natural disasters, pandemics) that are beyond reasonable control and could not have been avoided. Obligations will resume once the event ends, with both Parties working to reschedule performance dates if required.
10. Amendments and Changes to Terms
10.1 TechGDPR reserves the right to amend these Terms for future transactions. In case of any significant changes, Clients will be notified, with the option to terminate any affected Order within a specified period if they do not agree with the changes.
10.2 Any minor changes to these Terms, such as the correction of errors or adjustments that do not affect the Client’s legal or factual position, may be implemented without prior notice.
11. Miscellaneous
11.1 If any provision of these Terms is or becomes invalid, the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a legally permissible provision that reflects its intent as closely as possible.
11.2 All agreements, modifications, and additions to these Terms require written form to be valid, unless otherwise specified herein.
11.3 These Terms, along with any Order, comprise the entire agreement between the Client and TechGDPR for online consulting services, taking precedence over all prior agreements, whether written or oral.