Terms and conditions

§ 1 Scope

(1) These general terms and conditions ("Terms") apply to all contracts between Simon Schröder, Luxemburger Allee 33, 45481 Mülheim an der Ruhr, Germany ("Contractor"), and his clients ("Client") for consulting, concept and engineering services.

(2) The offering is directed exclusively at businesses within the meaning of § 14 German Civil Code (BGB), legal entities under public law and special funds under public law. No contracts are concluded with consumers within the meaning of § 13 BGB.

(3) Deviating, conflicting or supplementary terms of the Client only become part of the contract if the Contractor expressly agrees to them in text form. This also applies if the Contractor performs services without reservation while aware of such terms.

(4) Individual agreements, in particular in the proposal or a statement of work, take precedence over these Terms.

§ 2 Conclusion of contract

(1) The presentation of services on this website is not a binding offer but an invitation to submit an inquiry.

(2) The free 30-minute initial call is non-binding. It creates no obligation to perform or to pay.

(3) On request, the Contractor prepares an individual proposal in text form. The contract is concluded when the Client accepts this proposal in text form (for example by email) or the Contractor confirms an order from the Client in text form.

(4) Changes to or extensions of the scope (change requests) require an agreement in text form. Additional effort resulting from them is remunerated in accordance with § 4.

§ 3 Description of services

(1) The type, scope and deliverables of the services are set out in the respective proposal. Typical services are analyses and reports (for example cost review, platform assessment, second opinion), concepts (for example migration blueprint), guided implementation of platforms, as well as ongoing engineering and advisory on an hourly basis.

(2) Services with a deliverable firmly defined in the proposal (in particular reports and concept documents) are provided as a contract for work (Werkvertrag). Guided migrations, engineering on demand and hourly advisory are provided as a contract for services (Dienstvertrag); here the Contractor owes the professional performance of the activity, not a specific economic or technical result. A different classification in the proposal takes precedence.

(3) Recommendations, assessments and savings potentials are based on the information available at the time of the analysis and on the prices, product features and roadmaps of the platform vendors (for example Databricks, Microsoft). Changes to these are outside the Contractor's control. Projected savings are estimates, not assurances.

(4) The Client decides on the implementation of recommendations on its own responsibility.

(5) The Contractor performs the services personally and is free to choose the manner, place and time of performance unless agreed otherwise. He is not integrated into the Client's work organization and is not subject to instructions regarding how the work is carried out.

§ 4 Prices and payment

(1) The prices agreed in the proposal apply: fixed prices for packages, or hourly or daily rates for time-and-material services. All prices are net plus statutory VAT.

(2) Fixed-price services are invoiced after handover or acceptance of the deliverable. Time-and-material services are invoiced monthly in arrears on the basis of a time sheet.

(3) Services are generally performed remotely. If the Client requests on-site work, travel costs are charged separately from the first kilometre: EUR 0.50 per kilometre driven (outward and return journey) or second-class rail travel as per receipt, plus necessary accommodation and parking costs as per receipt. Travel time is charged as working time at 50 %. Deviating agreements in the proposal take precedence.

(4) Invoices are payable without deduction within 14 days of receipt. After this period the Client is in default without further reminder; the statutory provisions apply (§§ 286, 288 BGB).

(5) Costs of the cloud and platform services used by the Client (for example Databricks or Azure consumption) that arise in its environment while the services are performed are borne by the Client directly towards the respective provider.

(6) The Client may only set off undisputed or legally established claims.

§ 5 Performance and client cooperation

(1) Services are performed remotely or, where agreed, on site at the Client's premises. Dates and deadlines are only binding if agreed as binding in text form.

(2) The Client provides, in good time and free of charge, all information, documents, contacts and access required for the services (for example read access to the Databricks environment). Access is to be limited to the extent required for the services.

(3) The Client is responsible for regularly backing up its data and systems. Changes to production systems are only made after coordination with the Client.

(4) If performance is delayed because the Client does not cooperate, or does not cooperate in time, agreed dates are postponed accordingly. Resulting additional effort may be charged on a time-and-material basis.

(5) Partial performance is permitted where it is reasonable for the Client.

§ 6 Acceptance and warranty

(1) Work deliverables under § 3(2) are accepted after handover. The Client reviews the deliverable within 14 days of handover and reports any apparent defects in text form. If the Client does not refuse acceptance within this period, stating at least one material defect, the deliverable is deemed accepted. The Contractor points out this consequence separately at handover.

(2) In the event of defects in a work deliverable, the Contractor first provides subsequent performance, at his choice by remedying the defect or producing a new deliverable. If subsequent performance fails, the Client may reduce the remuneration or withdraw from the contract in accordance with the statutory provisions. Damages are governed by § 7.

(3) Warranty claims become time-barred twelve months after acceptance. This does not apply in cases of intent, gross negligence, fraudulent concealment of a defect, a guarantee given, or injury to life, body or health; in these cases the statutory periods apply.

(4) For services under a contract for services, no warranty rights under the law on contracts for work apply. However, the Contractor will correct apparently faulty work results attributable to his services within the scope of the engagement at no additional charge, provided the Client reports them without undue delay after becoming aware of them.

§ 7 Liability

(1) The Contractor is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act and to the extent of any guarantee given.

(2) In the event of a slightly negligent breach of a material contractual obligation, liability is limited to the typical damage foreseeable at the time the contract was concluded. Material contractual obligations are obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the Client may regularly rely.

(3) Otherwise, liability for slight negligence is excluded.

(4) Within the limits of paragraphs 1 to 3, the Contractor is liable for loss of data only up to the effort that would have been required to restore it had the Client backed up its data properly and regularly (§ 5(3)).

(5) The above liability provisions also apply in favour of the Contractor's vicarious agents.

§ 8 Rights of use

(1) Upon full payment of the respective remuneration, the Client receives a non-exclusive, transferable right, unlimited in time and territory, to use, modify and further develop the work results created for it (for example reports, concepts, code, configurations) for its own purposes. The goal is that the Client's team can continue to run the results without the Contractor.

(2) Pre-existing know-how, general methods and the Contractor's reusable tools, templates and code components remain his property; the Client receives a simple right of use to them insofar as they form part of the work results.

(3) Open-source components used are subject to their respective licence terms.

§ 9 Confidentiality

(1) Both parties treat all confidential information received in the course of the collaboration, in particular trade secrets, third-party proposals, architecture documents and data, as strictly confidential and use it only to perform the contract.

(2) This obligation does not apply to information that is publicly known, was already lawfully known to the receiving party, or must be disclosed due to statutory or regulatory obligations.

(3) The confidentiality obligation survives the end of the contract.

§ 10 Term and termination

(1) Contracts for individual packages or projects end once the agreed services have been fully performed, unless agreed otherwise.

(2) Contracts for ongoing services without a fixed term (for example engineering on demand) may be terminated by either party with four weeks' notice to the end of a calendar month.

(3) The right to terminate for good cause remains unaffected.

(4) Notices of termination must be given in text form.

(5) At the end of the contract, services performed up to that point are invoiced on a time-and-material or pro-rata basis. The Contractor hands over the work results created so far and removes his access to the Client's systems; he returns or deletes documents and data provided, unless statutory retention obligations apply.

§ 11 Data protection

(1) Personal data processed in the course of initiating and performing the contract is handled in accordance with the GDPR. Details are set out in the privacy policy of this website.

(2) If the Contractor processes personal data on behalf of the Client (for example when working in its data platform), the parties conclude a data processing agreement under Art. 28 GDPR before the processing begins.

§ 12 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) If the Client is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contractual relationship is Mülheim an der Ruhr, Germany. The Contractor may also bring an action at the Client's registered office.

(3) Amendments and additions to the contract require text form.

(4) Should individual provisions of these Terms be wholly or partially invalid, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by the statutory provisions (§ 306(2) BGB).

(5) These Terms are available in German and English. The German version is authoritative.