General Terms and Conditions - AGB
These Terms apply only where they have been validly incorporated into the relevant contractual relationship. By accepting an offer, placing an order, requesting performance, or using Services under a contractual arrangement with the Company, the relevant contracting party agrees to these Terms.
If these Terms distinguish between business clients and consumers, the respective provisions shall apply only to the customer category expressly identified in the relevant section. Mandatory statutory rights, including mandatory consumer protections, remain unaffected.I. General Provisions
These Terms govern the provision and use of services offered by DastN GmbH, including, depending on the agreed scope of services, recruitment, relocation support, consulting, digitalization, software and application development, cybersecurity, outsourcing, and related services.
The specific scope of services, deliverables, timelines, fees, milestones, responsibilities, assumptions, and commercial conditions shall be set out in the applicable Proposal, Quotation, Service Agreement, Statement of Work, Sales Order, or other contractual document agreed between the parties.
Unless expressly stated otherwise, these Terms do not by themselves create an obligation on the Company to provide services without a corresponding accepted contractual document.
For the purposes of these Terms:
· "Consumer" means a natural person acting for purposes that are predominantly outside their trade, business, or profession within the meaning of Section 13 German Civil Code (BGB).
· "Business Client" means a natural or legal person or partnership with legal capacity acting in the exercise of its trade, business, or professional activity within the meaning of Section 14 BGB.
Candidate means any natural person whose profile, application, qualifications, or suitability is assessed, screened, introduced, supported, or coordinated by the Company in connection with recruitment, placement, training, education, relocation, or similar opportunity-related services. A person becomes a Candidate only where the Company has documented involvement in the relevant sourcing, screening, referral, placement, or support process.
Services means the services expressly described in the applicable contractual documents.
Text form means text form within the meaning of Section 126b BGB, including email unless stricter form is required by law or expressly agreed.
Agreement means the legally binding contractual relationship between the Parties, consisting of the applicable Proposal, Quotation, Sales Order, Service Agreement, Statement of Work (SOW), these Terms, and any other documents expressly incorporated by reference.
Client means the natural or legal person entering into the Agreement with the Company.
Company means DastN GmbH.
Services means all services agreed to be provided by the Company under the Agreement.
Deliverables means any work product, reports, software, documentation, data, configurations, designs, or other results expressly agreed to be delivered by the Company.
Proposal includes any quotation, offer, commercial proposal, Sales Order, Order Confirmation, Statement of Work (SOW), or similar document defining the commercial and operational scope of the Services.
Business Day means any day other than a Saturday, Sunday, or public holiday at the Company's registered office in Germany.
Confidential Information means all non-public technical, commercial, financial, operational, personal, or business information disclosed by either Party in connection with the Agreement, irrespective of its form or medium.
Intellectual Property Rights means all copyrights, patents, trademarks, designs, trade secrets, know-how, database rights, software rights, and all other intellectual property rights, whether registered or unregistered.
Applicable Law means the laws of the Federal Republic of Germany and any mandatory provisions of applicable European Union law.
Depending on the nature of the relevant Services, the Company may act as:
· a Controller, where it determines the purposes and means of processing personal data;
· a Processor, where it processes personal data on behalf of a Client under documented instructions; or
· an independent Controller, where each party processes personal data for its own independent purposes.
The specific data protection role applicable to a particular service relationship shall be determined by the relevant Service Agreement, Proposal, Statement of Work, or Data Processing Agreement, if any. Where the Company acts as a Processor, the parties shall enter into a separate Data Processing Agreement in accordance with Article 28 GDPR.
Joint controllership under Article 26 GDPR shall apply only where the parties expressly agree this in writing.
In the event of any conflict between contractual documents, the following order of precedence shall apply:
5.1 the applicable Sales Order, Order Confirmation, Proposal, or Quotation as accepted by the Client;
5.2 any service-specific agreement, statement of work, addendum, annex, DPA, NDA, or project-specific document;
5.3 these Terms.
More specific contractual documents shall prevail over more general provisions only to the extent of the inconsistency. All non-conflicting provisions shall remain in full force and effect.
II. B2B Relocation and Recruitment Services
This Section II applies exclusively to clients acting in the course of their trade, business, or professional activity within the meaning of Section 14 BGB ("Client").
The Company provides recruitment, relocation, coordination, administrative support, and related consulting services for business clients in connection with employment, vocational training, internships, and similar professional opportunities. The specific scope of services, deliverables, timelines, milestones, and fees shall be set out in the applicable contractual documents.
A binding contract shall be formed upon the earlier of:
1. the Client's acceptance in text form of the applicable Proposal, Quotation, or other offer document; or
2. the Company's commencement of Services following the Client's express request or express approval in text form.
Any early commencement of Services requested by the Client shall constitute acceptance of the applicable commercial terms and these Terms, provided that these Terms were made available to the Client before or at the time of contract conclusion.
The Company acts solely as an independent service provider and intermediary. The Company does not act as employer, temporary employment agency, providing employee leasing (Arbeitnehmerüberlassung) or legal representative of the Client or any Candidate, unless expressly agreed otherwise in writing and legally permissible.
Unless expressly agreed in writing, the Company does not guarantee:
· successful recruitment, hiring, admission, or engagement of any Candidate;
· recognition of qualifications;
· issuance of visas, residence permits, or work authorizations;
· decisions, timelines, or actions of public authorities, institutions, or other third parties; or
· completion within any estimated timeline not expressly designated as binding.
The Client remains solely responsible for all hiring decisions, contractual arrangements with Candidates, compliance with employment, immigration, tax, and social security obligations, and the accuracy and completeness of information and documentation provided by or on behalf of the Client.
The Company does not provide legal advice unless expressly agreed in writing and legally permitted.
The Company shall perform the agreed Services with reasonable professional care and in accordance with the applicable contractual documents. Depending on the agreed scope, the Services may include:
· candidate sourcing, screening, and coordination;
· recruitment process support;
· onboarding and administrative support;
· immigration and relocation coordination; and
· project communication and status updates.
Specific deliverables, milestones, and project responsibilities shall be governed by the applicable contractual documents.
The Company shall process personal data in accordance with applicable data protection law and, where applicable, any separate Data Processing Agreement.
Where expressly agreed in the applicable Proposal, Quotation, Sales Order, or Service Agreement, the Company shall use commercially reasonable efforts to provide a replacement Candidate, without additional recruitment fees, if a Candidate introduced by the Company:
• resigns;
• becomes unavailable; or
• is terminated by the Client
during the agreed probation period.
This commitment applies provided that:
• the Client has fulfilled its contractual obligations;
• all agreed fees have been paid in full; and
• the conditions of the position have not materially changed from those originally agreed.
The specific terms, duration, scope, and any limitations of the Replacement Guarantee shall be governed by the applicable contractual documents.
The Replacement Guarantee constitutes the Client's exclusive remedy in relation to the replacement of a Candidate, unless otherwise agreed in writing.
The Client shall:
· provide complete, accurate, and up-to-date information, requirements, documents, and internal process details relevant to the Services;
· review Candidates, provide feedback, and make decisions without undue delay;
· cooperate in all recruitment, immigration, relocation, onboarding, and administrative steps relevant to the engagement;
· ensure compliance with all applicable legal, regulatory, employment, tax, and social security obligations;
· inform the Company without undue delay of material developments affecting the Services, including hiring decisions, candidate status, and process changes; and
· maintain the confidentiality of Candidate and Company information and use such information solely for the agreed purposes;
· review, sign, approve, or raise a reasoned objection to authorizations, powers of attorney, project reports, delivery or service completion reports, handover records, and other documents reasonably required for the performance or documentation of the Services within the applicable review period.
Where the Client fails to object to a report, handover record, or service completion confirmation within the applicable period, the relevant document and the Services documented therein shall be deemed confirmed, to the extent legally permissible. This deemed confirmation shall not apply to authorizations, powers of attorney, or other declarations requiring the Client's express consent or signature.
If the Client fails to perform its cooperation obligations, the Company shall be entitled, to the extent reasonably affected by such failure, to suspend performance, adjust timelines, and claim any additional costs demonstrably caused by the delay or non-cooperation. The Company shall not be liable for delays or outcomes to the extent caused by the Client's breach of cooperation obligations.
The Client shall disclose without undue delay any prior relationship with a Candidate in accordance with Section 9 below.
The Company may engage subcontractors or external providers to perform parts of the Services. Where such providers are engaged within the agreed service scope, the Company shall remain responsible for its contractual obligations toward the Client.
The Company shall not be liable for acts or omissions of third parties that occur outside the agreed service scope, outside the Company's reasonable control, or independently of the Services contractually owed by the Company.
For the purposes of this Section, an "Introduction" means the documented transmission by the Company to the Client of a Candidate's identity, profile, application, contact details, or other information enabling the Client or a related party to identify or contact the Candidate.
If, within twelve (12) months of an Introduction, the Client or an affiliated entity of the Client directly engages a Candidate introduced by the Company in connection with employment, vocational training, internship, consultancy, or a comparable professional engagement, the Company shall be entitled to the agreed recruitment fee specified in the applicable contractual documents.
This provision shall apply only where the Company's Introduction or related Services materially contributed to the engagement.
The Client shall not circumvent the Company by using affiliated entities, intermediaries, or third parties to avoid agreed recruitment fees in relation to Candidates introduced by the Company.
If the Client culpably shares Candidate profiles, CVs, or related data with unauthorized third parties or affiliated entities, and this directly leads to the engagement of the Candidate by that third party within twelve (12) months of the Introduction, the Company may claim liquidated damages equal to the regular recruitment fee that would have been applicable had the Client engaged the Candidate directly, unless the Client proves that the damage was materially lower. The right to claim a higher proven damage remains reserved.
Where expressly agreed in the applicable contractual documents, the Company shall act as the exclusive recruitment provider for the specific vacancy or vacancies identified therein for the agreed exclusivity period.
During such period, the Client shall not appoint another recruitment provider for the same vacancy without the Company's prior consent. This shall not restrict the Client from conducting its own internal recruitment or engaging candidates independently identified without involvement of the Company.
The Client shall inform the Company without undue delay if a Candidate introduced by the Company was previously known to the Client, had previously applied to the Client, or had previously been interviewed or engaged by the Client.
The Client should notify the Company of a prior relationship within five (5) business days after the Introduction and provide documentary evidence. If such notice is not given within that period, it shall be presumed that no relevant prior relationship existed; the Client may rebut this presumption by providing credible documentary evidence.
If valid evidence of a prior relationship is provided, no recruitment fee shall arise unless the Company demonstrates that its Services materially contributed to the later engagement.
The Client shall pay the fees and costs specified in the applicable contractual documents. Such documents shall define the chargeable Services, fee model, payment milestones, and any additional reimbursable costs.
Unless expressly agreed otherwise:
· invoices are due within the payment period stated in the invoice;
· the Company may suspend Services in the event of payment default after prior notice where commercially reasonable;
· statutory default interest under Section 288 BGB shall apply; and
· the Client shall bear reasonable and legally recoverable collection costs caused by payment default.
Third-party costs, including government fees, visa and permit fees, translations, legalization, travel, accommodation, and external provider costs, shall be borne by the Client unless expressly included in the agreed fee package. The Company may require advance payment before incurring such costs.
Any public grants, subsidies, or third-party compensation received by the Company shall not reduce the Client's payment obligations unless the parties expressly agree otherwise in writing.
Business Clients do not have any statutory right of withdrawal under applicable law.
As a contractual goodwill arrangement, the Client may cancel the agreed Services within fourteen (14) calendar days from acceptance of the applicable Proposal, Quotation, or Service Agreement, provided that the Company has not commenced the Services.
Where the Client expressly requests the Company to commence the Services before expiry of the fourteen (14) day period, the contractual cancellation right shall automatically expire upon commencement of the Services.
The contractual cancellation right shall automatically expire upon the earlier of:
(a) commencement of the Services at the Client's request; or
(b) expiry of the fourteen (14) day period.
Following expiry of the contractual cancellation right, either Party may terminate the contractual relationship upon thirty (30) days' prior notice in text form, unless otherwise agreed in the applicable contractual documents. The statutory right to terminate for good cause shall remain unaffected.
Unless the Client terminates the Agreement for good cause resulting from a material breach of contract by the Company which remains uncured after an appropriate cure period, the Client shall not be entitled to any refund of fees already paid.
The Company shall remain entitled to payment for:
(a) Services performed;
(b) non-cancellable third-party costs;
(c) non-recoverable project costs and allocated resources;
(d) any other amounts expressly payable under the applicable contractual documents.
The Company shall be liable without limitation for intent, gross negligence, injury to life, body, or health, and any mandatory statutory liability.
In cases of simple negligence, the Company shall be liable only for breach of essential contractual obligations and only for foreseeable damage typical for the contract.
The foregoing limitations shall not apply where mandatory law requires otherwise.
The Company shall not be liable for outcomes dependent on decisions or actions of Candidates, Clients, employers, public authorities, institutions, or other third parties, nor for delays or failures caused by inaccurate information, missing documents, or the Client's non-cooperation.
Confidentiality, payment obligations accrued prior to termination, candidate protection, liability limitations, and any provisions which by their nature are intended to survive termination shall remain in effect after termination or expiry of the contractual relationship.
II. B2C Relocation and Opportunity Services
This Section II applies exclusively to consumers within the meaning of Section 13 BGB ("Client").
The Company provides support, consulting, coordination, and facilitation services for individuals seeking professional, educational, or economic opportunities in Germany. Depending on the agreed service package, such services may include, for example:
· job search support;
· application and document preparation;
· interview preparation and general career guidance;
· support relating to vocational training or academic opportunities;
· coordination with employers, institutions, or relevant third parties;
· general relocation and settlement support; and
· guidance in administrative or organizational matters.
The specific scope of Services owed by the Company shall be determined exclusively by the agreed service package, Proposal, Quotation, order confirmation, or other contractual document accepted by the Client. Descriptions of potential services in these Terms are illustrative unless expressly included in the agreed package.
The Company provides support and facilitation services only. Unless expressly agreed otherwise in writing and legally permitted, the Company does not provide legal advice, tax advice, insurance advice, or any regulated service requiring specific statutory authorization.
The Company does not act as an employer, temporary employment agency, or decision-maker on behalf of employers, institutions, or public authorities, and does not guarantee employment, admission, visa approval, or any specific economic or relocation outcome. Final decisions remain solely with the relevant third parties and competent authorities.
Where the applicable Service Package, Proposal, Quotation, Sales Order, or other contractual documents contain specific service commitments, performance criteria, refund arrangements, or service-specific conditions, such provisions shall prevail over the general descriptions contained in these Terms to the extent they relate to the specific Services purchased by the Client.
For the purposes of this Section, the contracting consumer is referred to as the "Client." A Client may also participate in recruitment or placement processes, but the term "Client" shall prevail for all contractual rights and obligations under this Section.
The Company shall provide the agreed Services with reasonable professional care in accordance with the agreed service package/ contractual document.
Depending on the agreed scope, the Company may assess the Client's profile and objectives, support applications and related processes, coordinate communication with third parties, and provide general guidance regarding relevant pathways and opportunities.
The Company may engage qualified employees, subcontractors, cooperating partners, or other service providers in performing the Services. The Company shall remain responsible to the Client for the proper performance of its contractual obligations.
The Company shall keep the Client reasonably informed of material developments relating to the agreed Services where appropriate and reasonably practicable.
The Company shall not be obliged to perform any services beyond those expressly included in the applicable contractual documents unless otherwise agreed in writing.
The Client shall:
· provide accurate, complete, and up-to-date information and documents;
· cooperate in all relevant application, recruitment, relocation, and administrative processes;
· comply with applicable legal and regulatory requirements;
· respond to reasonable requests in a timely manner; and
· pay all agreed fees and third-party costs not included in the agreed service package.
The Client shall also comply with any reasonable documentation, cooperation, verification, or procedural requirements specified in the applicable Service Package, Proposal, Quotation, Sales Order, or other contractual documents.
The Client remains responsible for the legality, accuracy, and completeness of submitted information and for all applications, declarations, and decisions made in the Client's own name. The Company may rely on information provided by the Client unless expressly agreed otherwise.
If the Client provides false, misleading, or materially incomplete information, or materially fails to cooperate, the Company may suspend the Services or terminate the contract for good cause, provided that this is reasonable in the circumstances.
During and upon completion of the Services, the Client shall reasonably cooperate in the execution and documentation of the Services and shall review, sign or otherwise respond to any authorizations, powers of attorney, partial or final delivery or service completion reports, closing confirmations, settlement documents, or other documents reasonably required for the performance or proper closure of the engagement.
The Client shall sign or raise a reasoned objection in text form within seven (7) calendar days for authorizations and powers of attorney and within fourteen (14) calendar days for delivery, completion, closing or settlement documents after receipt.
Where legally permissible, partial or final delivery, completion or closing confirmations shall be deemed accepted if the Client does not object within the applicable fourteen (14)-day period, provided that the Company expressly informs the Client in text form, when submitting the relevant document, of the objection period and the consequences of failing to object.
Failure to provide a required authorization or other necessary cooperation may result in suspension or delay of the affected Services, and the Company shall not be responsible for consequences attributable to such failure. Any separate settlement, release or waiver of claims requiring express consent under applicable law shall become effective only upon the Client's express acceptance.
The Client shall pay the fees and costs specified in the applicable service package or other contractual documents. Only Services expressly designated as chargeable shall give rise to a payment obligation.
Unless expressly included in the agreed package, third-party costs, including visa fees, translations, legalization, travel, accommodation, and external provider costs, shall be borne by the Client. The Company may require advance payment before incurring such third-party costs.
The Company may agree on advance payments, installments, milestone payments, or final payments, as specified in the applicable contractual documents. In the event of payment default, the Company may suspend further Services after giving appropriate notice where legally permissible.
If the Client is a consumer and the statutory requirements for a right of withdrawal are met, the Client has the right to withdraw from the contract within fourteen (14) days without giving any reason. The withdrawal period begins on the day the contract is concluded, unless mandatory law provides otherwise.
To exercise the right of withdrawal, the Client must inform the Company by means of a clear statement in text form before the withdrawal period expires. The model withdrawal instructions and model withdrawal form attached as Annex 3 form an integral part of these Terms.
If the Client validly withdraws from the contract, the Company shall reimburse payments received from the Client without undue delay and using the same payment method, unless expressly agreed otherwise.
If the Client expressly requests that the Company begin performance during the withdrawal period, the Client shall pay a proportionate amount for Services actually performed up to the time of withdrawal, but only to the extent legally permissible.
The right of withdrawal shall expire early only if the statutory requirements for such expiry are met, including, where applicable, full performance of the Services and the Client's prior express consent and acknowledgment.
Where the applicable Service Package, Proposal, Quotation, Sales Order, order confirmation, or other contractual documents provide for a contractual refund or other service-specific completion commitment, such provisions shall govern.
Unless otherwise expressly agreed in the applicable contractual documents, where the Company is unable to successfully complete an agreed Service for reasons attributable to the Company, the Company shall be entitled to one reasonable additional opportunity to remedy the cause of the failure, complete the Service, or repeat the relevant process. This may include, where applicable, correcting deficiencies and making a second submission or application to the competent authority.
If the Company remains unable to successfully complete the agreed Service after such additional opportunity, the Client shall be entitled to a refund of the Service fees paid for the affected Service, in the amount and subject to the conditions specified in the applicable contractual documents.
The Client shall not be entitled to such contractual refund if the Client, without justified reason, refuses or fails to provide the Company with the agreed additional opportunity to remedy, complete, or repeat the relevant process. No contractual refund shall arise to the extent that the failure results from circumstances attributable to the Client, including inaccurate or incomplete information or documents, failure to cooperate, or failure to satisfy requirements reasonably necessary for the performance of the Service.
The detailed completion criteria, refund amount, refund conditions, exclusions, timelines, and any partial refund arrangements shall be governed by the applicable Service Package, Proposal, Quotation, Sales Order, order confirmation, or other contractual documents.
The Company shall be liable without limitation for intent, gross negligence, injury to life, body, or health, and any mandatory statutory liability.
In cases of simple negligence, the Company shall be liable only for breach of essential contractual obligations and only for foreseeable damage typical for the contract. Any further limitation of liability shall apply only to the extent legally permissible.
The Company shall not be liable for decisions, delays, refusals, or actions of employers, institutions, public authorities, or other third parties, nor for outcomes that depend on such third parties, unless the Company is responsible for the relevant breach of duty.
The Company shall further not be liable for any loss or unsuccessful outcome resulting from inaccurate, incomplete, or misleading information or documentation provided by the Client, the Client's failure to cooperate, or the Client's failure to satisfy reasonable requirements communicated by the Company or competent third parties.
Where the applicable Service Package, Proposal, Quotation, Sales Order, order confirmation, or other contractual documents provide for a contractual refund, such contractual refund shall constitute the Client's exclusive contractual remedy for the relevant unsuccessful outcome, unless mandatory statutory law provides otherwise.
Either Party may terminate the contract in text form, unless otherwise agreed in the applicable contractual documents. The statutory right to terminate for good cause (wichtiger Grund) and any mandatory statutory rights shall remain unaffected.
Where the Client terminates the contract after the expiry of any applicable statutory withdrawal period, and such termination is not based on a breach of contract attributable to the Company or another mandatory statutory right, fees already paid shall not be refundable and the Company shall be entitled to retain such fees to the extent legally permissible and in accordance with the applicable contractual documents.
Where the agreed Service fees have been paid in full in advance, termination by the Client shall not, by itself, give rise to any right to reimbursement of such fees, subject always to any mandatory statutory rights of the Client.
Where payment of the agreed fees has been arranged in instalments, the Client's obligation to pay any remaining agreed instalments shall continue after termination only to the extent provided for in the applicable contractual documents and legally permissible.
Any contractual refund shall arise only where expressly provided in the applicable Service Package, Proposal, Quotation, Sales Order, order confirmation, or other contractual documents, including under the Service Completion and Contractual Refund provisions.
The statutory right of withdrawal under Section 6 is separate from termination and shall remain unaffected.
IV. Amendments to these Terms
The Company may amend or update these Terms from time to time where reasonably necessary due to changes in applicable law or regulatory requirements, court or authority decisions, changes to the Company's Services, operational or technical processes, security requirements, or other objectively justified circumstances, provided that such amendments do not unreasonably disadvantage the Client.
Amended Terms shall apply to contracts concluded after their effective date.
For existing contractual relationships, the Company may propose amendments by providing the Client with at least six (4) weeks' prior notice in text form. The notice shall clearly identify the proposed amendments, their intended effective date, and the Client's right to object.
Unless the Client objects in text form before the proposed effective date, the amendments shall be deemed accepted, provided that the Company expressly informs the Client in the amendment notice of the legal effect of failing to object.
This deemed-acceptance mechanism shall not apply to amendments that materially alter the essential contractual relationship, including the principal scope of the agreed Services, agreed fees or payment obligations, material liability provisions, agreed refund or guarantee rights, or other essential contractual rights or obligations, where the Client's express consent is required under applicable law.
If the Client objects in due time, the existing Terms shall continue to apply to the affected contractual relationship, unless the Parties expressly agree otherwise or the Company is entitled to terminate the affected contractual relationship in accordance with the applicable contractual or statutory termination provisions.
Amendments required by mandatory law shall remain unaffected.
V. Governing Law, Jurisdiction, and Force Majeure
These Terms and any contractual relationship between the Company and the Client shall be governed by the laws of the Federal Republic of Germany, excluding its conflict-of-law rules to the extent legally permissible.
If the Client is a consumer, this choice of law shall apply only to the extent that it does not deprive the Client of mandatory protections granted by the law of the country in which the Client has his or her habitual residence. Mandatory statutory provisions shall remain unaffected.
If the Client is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship shall be Berlin, Germany, to the extent legally permissible.
For consumers, the statutory rules on jurisdiction shall apply.
Neither Party shall be liable for any delay or failure in the performance of its obligations to the extent such delay or failure is caused by an event of force majeure, meaning an event beyond the reasonable control of the affected Party that could not have been avoided or overcome by reasonable measures.
Events of force majeure may include, in particular:
· natural disasters or other acts of God;
· war, terrorism, civil unrest, or comparable security events;
· strikes or labor disputes not limited to the affected Party's own workforce where unavoidable;
· pandemics, epidemics, or related government measures;
· governmental actions, restrictions, embargoes, or legally binding orders;
· delays or decisions of competent public authorities to the extent not caused by the affected Party; and
· widespread technical or infrastructure disruptions outside the affected Party's operational control.
The affected Party shall inform the other Party without undue delay of the occurrence, expected duration, and material effects of the force majeure event, and shall take reasonable steps to mitigate its impact.
To the extent performance is affected by force majeure, the affected obligations shall be suspended for the duration of the event and for a reasonable restart period thereafter.
If the force majeure event continues for more than sixty (60) days, either Party may terminate the affected contractual relationship or the affected part of the Services in text form, unless the parties agree otherwise.
Payment obligations for Services already properly performed, any agreed remuneration already due, and non-cancellable third-party costs or expenses properly incurred prior to termination shall remain unaffected.
Changes in applicable laws, governmental policies, administrative practices, procedural requirements, or official guidance issued by competent authorities or other relevant third parties after conclusion of the contract shall not, by themselves, constitute a breach of contract by the Company. Where such changes materially affect the performance of the agreed Services, the Parties shall cooperate in good faith to determine appropriate adjustments to the performance of the Services, where reasonably possible.
VII. B2B Digital Solutions, IT Services, and Consulting
This Section VII applies exclusively to business clients within the meaning of Section 14 BGB. The Company provides IT consulting, software development, ERP implementation, digitalization, cybersecurity, web and application development, digital marketing, branding, e-commerce, and related consulting services.
The exact scope of Services, deliverables, milestones, timelines, fees, assumptions, responsibilities, and project-specific conditions shall be set out in the applicable Proposal, Quotation, Sales Order, Statement of Work, Addendum, or other agreed contractual document. In the event of conflict, the more specific project document shall prevail only to the extent of the specific inconsistency.
A contract shall be formed upon the Client's acceptance in text form of the applicable offer document or upon commencement of Services following the Client's express request or express approval in text form. Unless otherwise stated, offers remain non-binding until accepted by the Company.
The Company shall perform the Services with reasonable professional care in accordance with the agreed contractual documents. Project timelines, dependencies, and delivery dates are based on the Client's timely cooperation, approvals, provision of access, and provision of complete and accurate information.
The Client shall appoint a responsible project contact and ensure timely availability of required personnel, systems, data, approvals, and decisions. Delays caused by missing cooperation, missing approvals, incomplete information, or changed requirements may result in corresponding timeline extensions, additional effort, and additional fees.
The Company may use employees, subcontractors, and qualified external providers for the performance of the Services. The Company may also reuse general know-how, methodologies, experience, frameworks, tools, templates, and non-client-specific components, provided that no Client Confidential Information or Client-specific deliverables are disclosed or reused contrary to the agreement.
Any request by the Client to modify the agreed scope, deliverables, specifications, interfaces, timelines, acceptance criteria, or implementation assumptions shall constitute a change request.
The Company shall be entitled to assess the operational and commercial impact of the requested change and may submit an updated proposal covering additional effort, revised timelines, revised fees, and any changed assumptions. A requested change shall become binding only upon mutual agreement in text form.
Until such agreement is reached, the Company shall continue to perform on the basis of the previously agreed scope.
The Client shall:
· provide accurate, complete, and lawful data, materials, and instructions;
· maintain the technical infrastructure and access required for the Services unless expressly agreed otherwise;
· ensure lawful use of third-party software, licenses, content, and data;
· protect credentials and access rights within the Client's sphere of control; and
· notify the Company without undue delay of security incidents, unauthorized access, or misuse affecting the Services.
The Client shall not actively solicit for employment any employee, freelancer, or subcontractor of the Company who is materially involved in the project during the contractual relationship and for six (6) months thereafter. General market recruitment measures not specifically targeted at such persons shall not constitute a breach.
Each Party shall treat confidential information received in connection with the contractual relationship as confidential and use it solely for contractual purposes. The Parties shall implement appropriate technical and organizational measures to protect confidential information and personal data.
Where the Services involve processing of personal data on behalf of the Client, the parties shall enter into a separate Data Processing Agreement where required by Article 28 GDPR.
Unless expressly agreed otherwise, the Client remains responsible for backup strategy, retention settings, business continuity planning, and rollback capability within the Client's own systems and environments. Prior to implementation, migration, deployment, or production changes, the Client shall ensure appropriate backups and restoration procedures.
Upon full payment of the agreed fees, the Client shall receive the rights of use in the deliverables specifically created for the Client to the extent expressly agreed in the applicable contractual documents. Unless otherwise agreed, such rights shall be non-exclusive, non-transferable, and limited to the Client's internal business purposes.
If exclusive rights, transferability, sublicensing rights, source code delivery, escrow arrangements, or transfer of development environments are intended, this must be expressly agreed in the applicable contractual documents.
The Company retains all rights in pre-existing intellectual property, reusable frameworks, templates, tools, methods, concepts, libraries, know-how, and generic or non-client-specific components. To the extent such retained components are incorporated into the deliverables, the Client shall receive a corresponding right to use them only as part of the agreed deliverables.
Third-party software, open-source components, platforms, hosting environments, and tools remain subject to their respective license terms. Unless expressly agreed otherwise, the Company does not owe delivery of source code, assignment of exclusive rights, or transfer of development environments.
The Client shall pay the fees and costs specified in the applicable contractual documents. These documents shall define the chargeable Services, milestones, payment schedule, assumptions, and reimbursable third-party costs.
Payments shall become due as agreed. In the event of payment default, the Company may, after appropriate notice where commercially reasonable, suspend Services, withhold deliveries or access, and charge statutory default interest under Section 288 BGB.
Unless expressly agreed otherwise, travel costs, external licenses, hosting fees, cloud subscriptions, third-party service provider charges, and other external costs required for the project shall be borne by the Client. Additional Services requested outside the agreed scope shall be chargeable separately.
Deliverables may be provided in stages, milestones, or partial deliveries as agreed. The Client shall review each deliverable and notify the Company in text form of any defects within ten (10) business days after delivery, unless another review period is agreed in the project documents.
A defect notice must describe the defect in a sufficiently specific manner to enable reproduction and verification. Minor defects that do not materially impair agreed use shall not justify refusal of acceptance.
If the Client does not issue a substantiated defect notice within the review period, or if the Client uses the deliverable productively for more than five (5) consecutive business days beyond a documented test or pilot phase, acceptance shall be deemed granted to the extent legally permissible.
If a material defect is properly reported, the Company shall be given a reasonable opportunity to cure by repair, replacement, workaround, or other commercially reasonable remedial action.
Unless expressly agreed in writing, the Company is not responsible for ongoing hosting, infrastructure management, system administration, third-party platform operation, or managed services.
Any support with deployment, go-live, cloud setup, third-party integrations, or third-party coordination shall be limited to the scope expressly described in the applicable contractual documents. The Company shall not be liable for outages, changes, deprecations, or failures of third-party systems, providers, or infrastructure outside the Company's reasonable control.
The Company shall be liable without limitation for intent, gross negligence, injury to life, body, or health, and mandatory statutory liability.
In cases of simple negligence, the Company shall be liable only for breach of essential contractual obligations and only for foreseeable damage typical for the contract.
In cases of simple negligence involving a breach of essential contractual obligations, the Company's aggregate liability under the respective contractual arrangement shall be limited to the net fees paid or payable under that contractual arrangement during the twelve (12) months preceding the damaging event or, in case of shorter project duration, the total net project fees, capped at EUR 250,000. Liability for indirect or consequential damages, loss of profit, or loss of expected savings is excluded in cases of simple negligence.
The foregoing limitations shall not apply where mandatory law requires otherwise.
The Company shall not be liable for defects or failures caused by misuse, unauthorized modification, unsuitable operating environments, inaccurate Client instructions, missing Client backups, or failures of third-party systems outside the agreed service scope.
Either Party may terminate the contractual relationship in text form subject to any notice periods agreed in the applicable contractual documents. The right to terminate for good cause remains unaffected.
Good cause may include material breach, substantial failure to cooperate, unlawful use of the Services, or payment default after notice where required. Termination shall not affect payment obligations for Services already performed, commenced, or contractually committed, nor provisions intended by their nature to survive termination.
This Section shall be governed by the laws of the Federal Republic of Germany. If the Client is a merchant, legal entity under public law, or special fund under public law, the exclusive place of jurisdiction shall be Berlin, Germany, to the extent legally permissible.
Neither Party shall be liable for delays or failures caused by force majeure events beyond its reasonable control, including failures of infrastructure, telecommunications, hosting providers, cloud services, cyberattacks, governmental restrictions, or other comparable external disruptions. The affected Party shall inform the other Party without undue delay where reasonably practicable.
VIII. Confidentiality, Non-Disclosure, and Data Protection
"Confidential Information" means any non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Recipient"), whether before or after contract conclusion and in any form, that is marked as confidential or that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential.
Confidential Information may include business, financial, contractual, technical, operational, organizational, customer, supplier, candidate, personnel, software, infrastructure, security, and trade secret information, including source code, system architecture, credentials, databases, APIs, reports, proposals, and internal documentation.
Confidential Information does not include information that the Recipient can demonstrate:
· was lawfully known to it before disclosure;
· becomes publicly available without breach of confidentiality obligations;
· is lawfully received from a third party without confidentiality restriction; or
is independently developed without use of the Disclosing Party's Confidential Information.
The Recipient shall keep Confidential Information strictly confidential, use it only for the permitted contractual purpose, and protect it with at least the same degree of care it uses for its own confidential information of a similar nature, and in any event with no less than reasonable care.
The Recipient shall not disclose Confidential Information to third parties except as expressly permitted under this Agreement.
The Recipient may disclose Confidential Information only to its employees, officers, affiliated companies, professional advisers, subcontractors, or service providers who have a strict need to know the information for the permitted purpose and who are bound by confidentiality obligations no less protective than those in this Agreement. The Recipient shall remain responsible for breaches by such persons within its sphere of responsibility.
The Recipient may also disclose Confidential Information where required by law, court order, regulatory obligation, or mandatory stock, tax, audit, financing, or insurance requirements, provided that the Disclosing Party is informed in advance where legally permissible.
Where Confidential Information includes access to systems, software, platforms, infrastructure, credentials, technical documentation, or digital assets, the Recipient shall use such access only within the authorized scope and only for the permitted purpose.
The Recipient shall not reverse engineer, probe, exploit vulnerabilities, copy, extract, or transfer data or system information beyond the agreed scope, and shall implement appropriate security measures to prevent unauthorized access, misuse, loss, or disclosure. Unauthorized access to systems or data shall constitute a material breach.
The Recipient shall not use Confidential Information to circumvent the Disclosing Party in relation to a concrete business opportunity identified through the contractual relationship or to develop competing deliverables by making direct use of the disclosed Confidential Information, except to the extent such restriction would be unenforceable under mandatory law.
Where Confidential Information includes Personal Data, each Party shall comply with applicable data protection law, including the GDPR. Personal Data shall be processed only for the agreed purpose, access shall be restricted to authorized persons, and transfers outside the EEA shall occur only where appropriate safeguards are in place.
The Recipient shall notify the Disclosing Party without undue delay of any Personal Data breach, unauthorized access, or security incident affecting Personal Data disclosed under this Agreement.
Where the Parties have entered into a separate Data Processing Agreement, that agreement shall govern the processing of Personal Data to the extent required by Article 28 GDPR.
Upon request or upon termination of the contractual relationship, the Recipient shall cease using the Disclosing Party's Confidential Information and, at the Disclosing Party's choice, return or securely delete it, unless retention is required by law, regulatory obligation, backup policy, or legitimate legal defense needs.
The confidentiality obligations shall apply during the contractual relationship and continue for five (5) years after termination, or for as long as the information remains a trade secret under applicable law, whichever is longer.
The Disclosing Party may seek injunctive relief, specific performance, damages, and any other remedies available under applicable law for breach of this Section.
No ownership or license rights in Confidential Information or intellectual property are transferred except for the limited right to use Confidential Information for the permitted contractual purpose.
Neither Party may publicly refer to the other Party, the existence of the relationship, or the content of the agreement for marketing or publicity purposes without prior consent, unless disclosure is required by law or permitted for internal group, financing, audit, insurance, or compliance purposes.
IX. Data Processing Agreement (Article 28 GDPR)
This DPA applies only where DastN GmbH processes Personal Data on behalf of a Client acting as Controller within the meaning of Article 4 GDPR. It forms part of the relevant main agreement and applies only to processing carried out on documented instructions of the Controller.
Where DastN GmbH determines the purposes and means of processing independently, DastN GmbH acts as an independent Controller and this DPA does not apply to such processing.
The subject matter, duration, nature, and purpose of processing, together with the categories of Personal Data and Data Subjects, shall be determined by the main agreement, the relevant service description, and any applicable annexes.
The Processor may process Personal Data only to the extent necessary for recruitment, relocation, consulting, IT, digital, administrative, support, and related services described in the main agreement.
The Processor shall process Personal Data only on documented instructions of the Controller, including instructions given by email, ticketing system, project tool, or other documented communication channel.
If the Processor considers that an instruction is manifestly unlawful under applicable data protection law, it shall inform the Controller without undue delay.
The Processor shall ensure that persons authorized to process Personal Data are bound by confidentiality obligations and have access only on a need-to-know basis. The Processor shall ensure appropriate training or instruction relevant to their role.
The Processor shall ensure that persons authorized to process Personal Data are bound by confidentiality obligations or are subject to an appropriate statutory duty of confidentiality and have access to Personal Data only on a need-to-know basis. The Processor shall ensure appropriate training or instructions relevant to their role.
The Processor shall implement appropriate technical and organizational measures in accordance with Article 32 GDPR. The applicable technical and organizational measures shall be described in Annex 1 (TOMs), which forms an integral part of this DPA.
The Processor may update the TOMs from time to time provided that the overall level of protection is not materially reduced.
The Processor may engage Sub-Processors only with prior general authorization from the Controller, subject to the conditions of this Clause. The initial authorized Sub-Processors shall be listed in Annex 2 (Sub-Processors).
The Processor shall notify the Controller in text form of intended additions or replacements of Sub-Processors at least fourteen (14) days in advance. The Controller may object on reasonable data protection grounds within that period. If the parties cannot resolve the objection, either Party may terminate the affected Services to the extent reasonably necessary.
The Processor shall impose data protection obligations on Sub-Processors that are substantially equivalent to those set out in this DPA and shall remain responsible for their performance to the extent required by law.
Taking into account the nature of the processing and the information available, the Processor shall reasonably assist the Controller with:
· Data Subject requests;
· security of processing;
· Personal Data breach management;
· data protection impact assessments; and
· prior consultations with supervisory authorities where required.
Where such assistance exceeds standard contractual support and requires significant additional effort, the Processor may charge fees in accordance with an agreed rate card, unless the assistance is required due to a breach attributable to the Processor.
The Processor shall notify the Controller without undue delay after becoming aware of a Personal Data breach affecting Personal Data processed under this DPA. Where feasible, the Processor shall provide an initial notification within forty-eight (48) hours of such awareness based on the information then available.
Further information may be provided in phases without undue delay.
Upon termination of the Services, the Processor shall, at the Controller's choice, return or delete Personal Data processed under this DPA, unless retention is required by applicable law. Upon request, the Processor shall confirm return or deletion in an appropriate form
The Processor shall make available information reasonably necessary to demonstrate compliance with this DPA. Audits shall, as a rule, be conducted no more than once per calendar year, upon reasonable prior notice, during normal business hours, and subject to appropriate confidentiality and security restrictions.
The Processor may satisfy the audit obligation by providing current certifications, audit reports, TOMs summaries, questionnaire responses, or other appropriate compliance evidence where sufficient. On-site inspections may be required only where such documentation is insufficient or where there is a substantiated compliance concern.
The Processor shall not transfer Personal Data outside the EEA unless an appropriate transfer mechanism under Chapter V GDPR is in place. Relevant transfer mechanisms shall be documented in Annex 2 or other applicable contractual documentation.
Each Party shall be responsible for data protection breaches attributable to it under the GDPR, mandatory law, and the main agreement. In the event of conflict between this DPA and the main agreement, this DPA shall prevail with respect to processing activities carried out on behalf of the Controller.
This DPA shall be governed by the laws of the Federal Republic of Germany. Jurisdiction shall follow the main agreement unless mandatory law requires otherwise.
Date: Aug 12, 2026
Annex A – Withdrawal Instructions and Model Withdrawal Form
Right of Withdrawal
You have the right to withdraw from this contract within fourteen (14) days without giving any reason.
The withdrawal period is fourteen (14) days from the date on which the contract is concluded.
To exercise your right of withdrawal, you must inform:
DastN GmbH
Kurfürstendamm 194, 10707 Berlin, Germany
of your decision to withdraw from the contract by a clear statement, for example by email or letter.
You may use the Model Withdrawal Form below, but its use is not mandatory.
To meet the withdrawal deadline, it is sufficient to send your withdrawal notice before the fourteen (14)-day period expires.
Effects of Withdrawal
If you validly withdraw from the contract, DastN GmbH shall reimburse the payments received from you without undue delay and no later than fourteen (14) days after receipt of your withdrawal notice.
Unless otherwise expressly agreed, reimbursement shall be made using the same means of payment used for the original transaction.
If you expressly requested that DastN GmbH commence the Services before expiry of the withdrawal period and subsequently exercise your right of withdrawal, you shall pay a proportionate amount for the Services provided up to the time of withdrawal, to the extent required by applicable law.
To:
DastN GmbH
Kurfürstendamm 194, 10707 Berlin, Germany
I/We ( ) hereby withdraw from the contract concluded by me/us () for the provision of the following Service:
Service: [Service / Sales Order / Contract Number]
Contract concluded on:
Name of Client:
Address of Client:
Date:
Signature: __________________________
(required only if submitted on paper)