Velvet Mind – homeDEBook a demo

Terms and conditions

This is a translation provided for convenience. Only the German version is legally binding.

1. Scope

(1) These General Terms and Conditions (GTC) apply exclusively to entrepreneurs (Unternehmer) within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) in respect of consulting, development, implementation and other services in the field of SAP between Velvet Mind GmbH, Hamburg (“Contractor”) and its customers (“Client”).

(2) They apply to all offers, contracts and project services, as well as to the use of the Contractor’s website.

(3) Deviating or conflicting terms and conditions of the Client shall not apply unless they have been expressly accepted in writing.

(4) International customers: To the extent permitted by law, German law shall apply; the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. The place of jurisdiction is Hamburg; an international arbitration agreement may be concluded.

(5) These GTC are provided in German and English. In the event of discrepancies, questions of interpretation or contradictions, the German version alone shall be authoritative.

2. Subject matter and scope of services

(1) The Contractor provides services in particular in the following areas:

  • SAP consulting
  • SAP development
  • Implementation, customising, training and support

(2) The nature, scope and content of the services are determined by the respective offer, project contract or a service description.

(3) The following in particular are not owed:

  • the procurement of hardware, standard software or third-party software,
  • third-party licence costs,
  • services that have not been expressly agreed.

(4) The Contractor is entitled to engage subcontractors.

3. Type of contract

(1) As a rule, all services of the Contractor are provided as a contract of service (Dienstvertrag) within the meaning of Sections 611 et seq. BGB.

(2) Services under a contract to produce a work (Werkvertrag) are only provided if this has been expressly agreed in writing.

(3) The Contractor does not owe any specific economic or technical result; estimates of effort, dates or costs are non-binding.

(4) Project, time or effort estimates do not constitute guarantees or assurances of quality (Beschaffenheitszusagen).

4. Conclusion of contract

(1) Offers are subject to change and non-binding unless they are expressly marked as binding.

(2) A contract is concluded by:

  • Written order confirmation
  • Signature of the offer
  • Commencement of performance of the services

5. Remuneration and terms of payment

(1) All prices are exclusive of statutory value added tax (VAT).

(2) Invoices are due for payment without deduction within 14 days of the invoice date.

(3) In the event of default in payment, the Contractor is entitled to claim default interest pursuant to Section 288 BGB.

(4) The Contractor may suspend services until payment has been settled in full.

6. Client’s obligations to cooperate

(1) The Client shall provide in good time all information, data, systems, access and contact persons required for the provision of the services.

(2) Delays or additional effort resulting from missing or late cooperation shall not be at the Contractor’s expense.

(3) The Client shall ensure that the content and systems provided do not infringe any third-party rights.

7. Dates and delays

(1) Dates and deadlines are only binding if they have been expressly agreed in writing.

(2) Delays due to force majeure or a lack of cooperation on the part of the Client shall extend agreed deadlines accordingly.

8. Acceptance

(1) Acceptance (Abnahme) only takes place if it has been expressly agreed in writing.

(2) Where agreed, the service shall be deemed accepted if:

  • the Client declares acceptance,
  • the service is used productively, or
  • no material defects are notified in writing within 14 calendar days after provision.

(3) Insignificant defects do not entitle the Client to refuse acceptance.

9. Changes to services (change requests)

(1) Requests for changes or extensions require agreement in writing.

(2) The Contractor shall indicate the effects on effort, remuneration and dates.

(3) Until agreement is reached, the original scope of services shall remain authoritative.

(1) All work results are subject to the Contractor’s copyright.

(2) Upon payment in full, the Client receives a non-exclusive right of use (einfaches Nutzungsrecht), unlimited in time and territory, for the purpose provided for in the contract.

(3) Any passing on or adaptation beyond this purpose requires prior written consent.

(4) Source code is only handed over if this has been expressly agreed.

11. Free and open source software

(1) The Contractor is entitled to use open source software.

(2) Only the respective licence terms of the rights holders apply.

(3) No warranty is given for the properties or further developments of these components.

12. Use of artificial intelligence

(1) The Contractor is entitled to use AI-supported tools.

(2) No specific mode of operation, freedom from errors or legally binding effect is owed unless expressly agreed.

(3) Human review remains mandatory.

(4) Customer data is only used with prior agreement.

13. Cloud services and third-party providers

(1) Services may be provided in whole or in part via cloud or third-party providers.

(2) A specific level of availability is only owed if a separate service level agreement (SLA) has been agreed.

(3) The Contractor is not liable for disruptions outside its sphere of influence.

14. Naming as a reference

(1) The Contractor is entitled to name the Client as a reference only after written consent has been given.

(2) Name and logo may only be used with consent.

15. Liability

(1) Liability is unlimited in cases of intent, gross negligence and injury to life, body or health.

(2) In cases of simple negligence, the Contractor is only liable for breaches of material contractual obligations (wesentliche Vertragspflichten), limited to the foreseeable damage typical of the contract.

(3) Liability for loss of profit, indirect damage and consequential damage is excluded to the extent permitted by law.

16. Limitation period

(1) Claims become time-barred 24 months from the provision of the services, to the extent permitted by law.

(2) This does not apply in cases of intent, gross negligence or injury to life, body or health.

17. Data protection

(1) Personal data is processed in accordance with the General Data Protection Regulation (GDPR) and applicable national law.

(2) A separate data processing agreement (Auftragsverarbeitungsvertrag – AVV / DPA) is concluded if personal data is processed.

(3) Further information is provided in the Contractor’s privacy policy.

18. Place of jurisdiction and applicable law

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The place of jurisdiction is Hamburg; an international arbitration agreement is optional.

19. Miscellaneous

(1) Amendments and additions require text form (Textform).

(2) Should individual provisions be invalid, the validity of the remaining provisions shall remain unaffected.