Legal · Terms

Terms and Conditions

As of: April 2026Colin Velten Vahrenhorst

These General Terms and Conditions govern the contractual framework between Vellinger Systems and our business clients. Because our consulting and implementation services are tailored individually to each project, the individual agreements negotiated with the client always take precedence over these Terms (section 305b BGB). The clauses below apply on a subsidiary basis or govern matters left open by the individual contract.

Section 01

Scope of application

These General Terms and Conditions apply to all consulting, implementation, and service offerings provided by Colin Velten Vahrenhorst, Vellinger Systems (hereinafter "Contractor") to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law. Consumer contracts within the meaning of section 13 BGB are excluded. Conflicting or deviating terms and conditions of the Customer shall not become part of the contract unless the Contractor has expressly agreed to their validity in writing.

Section 02

Conclusion of contract

Offers issued by the Contractor are non-binding unless expressly designated as binding. A contract comes into existence upon the Contractor's written order confirmation or upon commencement of service delivery. Information obtained in advance, potential analyses, and initial conversations are non-binding and do not constitute a contract.

Section 03

Scope of services and precedence of individual agreements

The exact scope of services results from the individual offer or the Statement of Work for the respective project. Because consulting and implementation services are typically highly client-specific, the Contractor and Customer enter into individual agreements for each engagement. Such individual contractual provisions take express precedence over these General Terms and Conditions pursuant to section 305b BGB. These Terms govern matters left open by the individual contract or apply on a subsidiary basis to short-term engagements without a separate individual contract.

Section 04

Customer cooperation duties

The Customer shall provide all information, data, access credentials, and points of contact required for service delivery in a timely manner. Delays caused by late or incomplete cooperation shall not be attributable to the Contractor. Agreed deadlines shall be extended accordingly without the Contractor falling into default.

Section 05

Remuneration and payment terms

Remuneration is governed by the individual offer. Unless otherwise agreed, hourly rates or flat fees apply plus the statutory value-added tax. Invoices are due for payment within fourteen (14) days of the invoice date without deduction. Default interest shall accrue from the thirtieth (30th) day after receipt of the invoice. Travel expenses and project-related costs are charged on the basis of actual incurrence unless otherwise stipulated in the offer.

Section 06

Deadlines and service delivery times

Agreed deadlines are generally target dates and not fixed dates unless expressly designated as binding or as fixed dates within the meaning of section 286 (2) no. 1 BGB in the individual contract. The Contractor shall promptly notify the Customer if it becomes foreseeable that a deadline cannot be met.

Section 07

Liability and limitation of liability

The Contractor shall be liable without limitation for damage arising from injury to life, body, or health and for damage caused by intentional or grossly negligent breaches of duty by the Contractor, its legal representatives, or vicarious agents. In cases of simple negligence, the Contractor shall be liable solely for the breach of essential contractual obligations (so-called cardinal duties). In such cases, liability shall be limited in amount to the foreseeable damage typical for the contract; in any event, it shall not exceed the value of the respective order. Any further liability, in particular for lost profits, indirect damages, or consequential damages, is excluded to the extent permitted by law. Liability under the German Product Liability Act remains unaffected.

Section 08

Confidentiality

The Contractor and Customer undertake to keep confidential all confidential information of the other party obtained in the course of cooperation and to use such information solely for the purposes of contract performance. This obligation shall survive termination of the contract for a period of three (3) years. The Contractor may name the Customer as a reference or use its name in marketing materials only with the Customer's prior written consent.

Section 09

Data protection

Both parties shall comply with applicable data protection regulations, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). To the extent that the Contractor processes personal data on behalf of the Customer in the course of service delivery, the parties shall enter into a separate data processing agreement pursuant to Article 28 GDPR. The Contractor's privacy policy applies in all other respects.

Section 10

Rights of use and intellectual property

The Customer shall obtain a simple, non-exclusive, and non-transferable right to use the work results created and handed over by the Contractor for the purposes agreed in the contract upon full payment of the agreed remuneration. Pre-existing tools, methodologies, scripts, frameworks, and standard components contributed by the Contractor shall remain the Contractor's property; the Customer shall obtain a simple right of use in respect of these solely within the scope of the intended use of the work results.

Section 11

Term and termination

Unless otherwise agreed in the individual contract, the term of the contract shall be governed by the scope of the respective project. Service contracts may be terminated by either party in accordance with section 627 BGB. Statutory provisions apply to contracts for work and services. The right to terminate for cause remains unaffected for both parties. Notices of termination must be given in text form.

Section 12

Final provisions

The law of the Federal Republic of Germany shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall, to the extent permitted by law, be the registered office of the Contractor. Amendments and supplements to the contract must be made in text form; this also applies to amendments to this text-form clause. Should individual provisions of these Terms be wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by such valid and enforceable provision that comes closest to the economic purpose of the invalid or unenforceable provision.

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