Terms and Conditions

Last update: December 1, 2025

§1 Scope of application

These general terms and conditions apply to all contracts between Secundis GmbH, Im Mediapark 5, 50670 Cologne (hereinafter referred to as “Secundis”), and its clients. Any deviating or supplementary terms and conditions of the client shall not apply unless Secundis expressly agrees to them in writing.

§2 Subject matter of the contract

(1) Secundis provides services and consulting services to support its clients in various operational, technical, organizational, or strategic areas. This may include, among other things, analysis, consulting, design, implementation, or support services, including the temporary provision of qualified specialist personnel.

(2) The type, scope, and content of the services are based on the individually agreed contract, an associated service description, or a written confirmation of an offer. Changes or additions to the scope of services must be agreed in writing.

(3) The services owed by Secundis shall be provided in accordance with generally accepted technical standards and on the basis of the information and framework conditions provided by the client, insofar as this is economically reasonable. A specific result – in particular of an economic or technical nature – shall only be owed if this has been expressly agreed.

(4) Secundis is entitled to engage suitable third parties (e.g., subcontractors or freelancers) to fulfill the contract, provided that this does not conflict with the legitimate interests of the client.

§3 Offer & conclusion of contract

(1) All offers are subject to change and non-binding. Orders placed by the client are binding, even if they were given verbally; in this case, they must be confirmed in writing without delay.

(2) A contract is concluded when the client signs an offer or an order confirmation, or implicitly by making use of services.

(3) Changes or additions to the subject matter of the contract shall be agreed upon by mutual consent, taking into account time and cost planning, and must be made in writing.

§4 Performance of Services

(1) Unless otherwise agreed, Secundis shall determine the place of performance and the employees to be deployed.

(2) Instructions to Secundis employees are not permitted.

(3) Secundis shall appoint a project manager who shall serve as the contact person and be responsible for the implementation of the agreed services.

(4) Secundis’ services shall be provided to support the client in the implementation of its project in accordance with §2 (2) of these General Terms and Conditions. The employer shall bear full responsibility for the project and its results.

§5 Obligations of the client

(1) The client is obliged to provide all cooperation necessary for the performance of the services in a timely manner, in full and at its own expense. This includes, in particular, the provision of necessary information, data, documents and, if applicable, technical or organizational requirements. Delays or additional expenses resulting from failure to cooperate or delayed cooperation shall be borne by the client.

(2) If the client fails to fulfill its obligations to cooperate, Secundis may charge separately for the delays or additional expenses caused thereby.

§6 Remuneration and terms of payment

Remuneration is based on the daily rate, hourly rate, or flat rate agreed in the offer or contract. All prices are net plus statutory value added tax. Payments are due within 30 days of invoicing without deduction. In the event of late payment, Secundis is entitled to charge interest on arrears at the statutory rate and to suspend further services.

§7 Deadlines, Delays, and Force Majeure

(1) Secundis shall provide the services on the date agreed with the client in the contract or within the service period specified therein. Agreed deadlines and dates are generally considered non-binding unless they have been expressly agreed in writing as binding.

(2) If delays in performance occur due to force majeure or circumstances beyond Secundis’ control (e.g., illness, power failure, IT malfunctions), Secundis shall be entitled to postpone performance for the duration of the hindrance. The same applies to obstacles or difficulties in performance for which Secundis is not responsible, such as delivery delays by its suppliers. If the client is responsible for a delay, the contracting parties shall agree on an appropriate postponement of the agreed date or an appropriate extension of the performance period.

(3) Any resulting postponements or extensions of the service period shall not constitute a delay on the part of Secundis.

(4) If, in exceptional cases, Secundis is in default, the client shall be entitled to demand lump-sum compensation for each completed week of default in the amount of 0.2% of the respective (partial) order value due, up to a maximum of 5% of the respective (partial) order value due. Further claims for damages or reimbursement of expenses due to default are excluded, subject to the provision in No. 8 (Liability for damages). Further claims for damages or reimbursement of expenses due to delay are excluded, subject to the provision in No. 8 (Liability for damages).

§8 Liability

Secundis shall be liable without limitation in cases of intent or gross negligence. In the event of a slightly negligent breach of essential contractual obligations, liability shall be limited to the foreseeable damage typical for this type of contract. Any further liability—in particular for consequential damage, loss of data, loss of profit, or business interruption—is excluded. The services and consulting services do not replace legal or tax advice.

§9 Confidentiality

(1) Both contracting parties undertake to treat all information received within the scope of the contractual relationship as confidential and not to make it accessible to third parties. This obligation shall continue to apply beyond the end of the contractual relationship.

(2) The confidentiality obligation shall only cease to apply if the information is generally known or becomes generally known through no fault of Secundis, has already been developed without the use of confidential information of the client, or must be disclosed due to mandatory legal provisions or official orders.

(3) The contracting parties shall oblige their employees and vicarious agents to maintain confidentiality in writing.

(4) The confidentiality obligation shall remain in force for a period of ten (10) years from the disclosure of the respective information.

§10 Data protection

Secundis undertakes to process the client’s personal data in accordance with the provisions of the General Data Protection Regulation (GDPR). A separate data protection agreement shall be concluded if necessary (e.g., AV contract in accordance with Art. 28 GDPR).

§11 Contract term and termination

(1) The client’s statutory right of withdrawal is excluded if Secundis is not responsible for the alleged breach of duty or if the breach of duty is insignificant.

(2) The term and notice periods are generally based on the respective individual contract. If no specific term has been agreed, both contracting parties may terminate the contractual relationship in writing with six (6) weeks’ notice to the end of the month.

(3) Irrespective of this, any contract may be terminated extraordinarily for good cause without observing a notice period. Good cause shall be deemed to exist in particular if one of the contracting parties violates essential contractual obligations despite a written warning and the setting of a deadline.

(4) If the client terminates the contract, the services provided by Secundis shall be invoiced on a pro rata basis until the termination takes effect. In addition, the client shall reimburse Secundis for any costs that are demonstrably and reasonably incurred in direct connection with the terminated scope of services.

§12 Workplace and safety precautions

If it proves necessary to provide the services at the client’s location and Secundis is unable to provide the necessary work equipment itself, the client shall, upon request, provide suitable workplaces and the necessary work equipment to an appropriate extent.

§12 Workplace and safety precautions

If it proves necessary to provide services at the client’s premises and Secundis is unable to provide the necessary work equipment itself, the client shall, upon request, provide suitable workplaces and the necessary work equipment to an appropriate extent.

In addition, the client shall inform the Secundis employees deployed of the applicable safety, accident prevention, and other relevant regulations.

§13 Ownership and rights of use of work results

(1) Unless expressly agreed otherwise, all rights to concepts, procedures, methods, development tools, and other work equipment developed by Secundis and used in the course of providing services shall remain exclusively with Secundis. The client shall not receive any rights of use to these resources.

(2) If material results arise within the scope of the service contract, e.g., documentation, analyses, or software developments, the parties shall agree on separate remuneration for these additional services. Only upon full payment of the separately agreed remuneration shall these results become the property of the client in their respective embodied form, including associated documents.

(3) Insofar as protectable rights arise from these results (e.g., copyrights), the client shall receive the exclusive, transferable right of use and exploitation, unlimited in terms of time, subject matter, and location, after full payment has been made. In the case of software developments, this includes the object code and – only if expressly agreed in writing – also the source code.

(4) Any further transfer of protectable rights requires a separate written agreement in each case.

(5) If Secundis incurs costs or other financial obligations as a result of the transfer of rights – in particular under the Employee Inventions Act – these shall be borne by the client, who shall indemnify Secundis against all associated claims by third parties.

(6) If Secundis carries out the order in accordance with the client’s specifications, the client shall ensure that no third-party rights are infringed. The client undertakes to fully indemnify Secundis against all third-party claims, including any necessary legal costs incurred in connection with such claims.

§14 Right of retention

Secundis is entitled to exercise a right of retention on documents or materials provided by the client as long as outstanding claims exist, unless this conflicts with any statutory provisions.

§15 Final provisions

(1) All legal relationships between Secundis and the client shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods and any international conflict of law rules (in particular international private law – IPR).

(2) If the client is a merchant, a legal entity under public law, or has no general place of jurisdiction in Germany, the place of jurisdiction for all disputes arising from the contractual relationship shall be Cologne or the client’s registered office, at Secundis’ discretion. Cologne shall be the exclusive place of jurisdiction for legal action against Secundis. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected.

(3) Should any provision of the contract or these General Terms and Conditions be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid or unenforceable provision with a provision that comes as close as possible to the economic purpose of the original provision.

(4) Insofar as the contract or these General Terms and Conditions contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the parties would have agreed upon in accordance with the economic purpose of the contract and the General Terms and Conditions if they had recognized the loophole.

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