General Terms & Conditions

of SOL RA UG (limited liability), represented by its managing director Dr. Farshad Fahimi and Philipp Hackländer, located in Gotzkowskystrasse 19, 10555 Berlin (hereinafter referred to as the “Contractor”). The Contractor is a company, which has a team consisting of its own employees and an extensive network of freelancers, and it offers a variety of services, especially in such fields as software development, IT outsourcing and near-shoring, IT consulting, product life-cycle management, Cloud services, digital asset management, professional IT services & business intelligence, as well as software & SaaS (software as a service) solutions.

These General Terms and Conditions shall apply to the relations between the Contractor and the Client (hereinafter referred to as the "Client"). Any general terms and conditions of the Client shall not become part of the contract.

1.          Subject of the Contract

1.1        With the conclusion of the contract in accordance with the following in Paragraph 2, the Client entrusts the Contractor with performance of the services or advisory tasks named in the offer by the Contractor.

1.2        The Contractor shall duly perform the services or advisory tasks listed in the offer within the scope described therein in accordance with the provisions of the present General Terms and Conditions. Individual obligations of the contract parties result from the provisions given in the offer and its annexes and from these General Terms and Conditions.

2.          Conclusion of the Contract

The Contractor shall submit the Client a written offer to which the Contractor is bound for a period of 5 working days, unless otherwise specified in the offer. As soon as the Client accepts the written offer by signing and sending the signed offer to the Contractor within the above time limit, the Client will be considered to have placed the respective order with the Contractor for the services and advisory tasks named in the respective offer.

3.          Carrying out of the Contract

3.1        The Contractor will begin to perform the services named in the offer immediately following the conclusion of the contract, unless something else is stipulated in the offer.

3.2        Any performance deadlines and dates are binding for the Contractor only if they are agreed upon between the parties in writing – in the respective offer or otherwise.

3.3        When performing the contract, the Contractor’s staff and freelancers can freely decide on how to organise their activities; they are not bound by instructions from the Client.

3.4        If the task requires, the employees shall carry out their activities at the location of the Client. For the rest, the Contractor’s employees and freelancers can freely decide on where to perform their activities for the Client. It is possible and even preferred that the services are performed via means of telecommunication.

4.          The Client’s Duty to Co-operate

4.1        During the carrying out the contract, the Client is obliged to adequately co-operate, as far as reasonable. If applicable to the specific contractual relationship in an individual case, the cooperation obligations of the Client include in particular:

4.1.1       Providing all required information to the Contractor or to his acting freelancers, for example, via (existing) network structures, the system environment (operating systems, database software, and hardware facilities), interfaces, business processes, and professional requirements;

4.1.2       Performing tests in co-operation with qualified and trained staff from the respective departments; providing significant and meaningful test cases, as well as consistent and comprehensive test data;

4.1.3       Providing the necessary installation prerequisites and Internet connections (especially for outsourcing projects);

4.1.4       Providing access to the required IT infrastructure;

4.1.5       Obtaining the required system components (hardware, database software, required open-source components);

4.1.6       Preparation and implementation of the Legacy Data Transfer;

4.1.7       Regular carrying out of data backups by using current, state-of-the-art technologies and aids;

4.1.8       Informing on facts which may complicate or impede the performance of the services defined in the offer by the Contractor or make them impossible.

4.2        The Contractor can claim for the rights arising from the Client’s failure to comply with any of the above-mentioned or other cooperation obligations only if the Contractor, in writing, demanded the Client carry out the respective co-operation action within a reasonable period of time.

5.          Cooperation Obligation

To ensure that the tasks are performed economically and safely, the Parties undertake to work together trustfully at any time, i.e. to inform each other in adequate time in this spirit and to agree to the measures affecting the scope of the contract. For this purpose, the Parties shall jointly make a running advance planning schedule for each two subsequent months.

6.          Documentation

The Contractor does not owe the Client creation and maintenance of a documentation of its services, unless otherwise agreed in the offer.

7.          Remuneration of the Contractor

7.1        The Contractor’s services shall be paid on a timely basis and in accordance with the hourly-rate stated in the offer. Prices in the offer are considered as net prices without statutory value added tax.

7.2        The Contractor is responsible for the payment of taxes and social insurance and/or pension contributions of the employees and freelancers. However, in addition to the agreed remuneration, the following expenses will be reimbursed to the Contractor:

-        Travel and accommodation expenses, unless it is agreed upon with the Client;

-        A flat sum of 10% of the net expense for arising incidental costs (secretary/assistants, graphics, telecommunication, printing).

7.3        On the 15th day of each month, the Contractor invoices the Client for the expenses incurred in the respective previous month. The respective invoice amount is due for payment immediately upon receiving the invoice receipt and should be paid by the Client to the account specified by the Contractor.

7.4        In the event that the Contractor is prevented from performing his services or advisory tasks given in the offer and cannot assign these tasks to a third party, the Contractor will not be entitled to any remuneration.

8.          Hiring of Freelancers

8.1        To perform the offered services, the Contractor is entitled to hire free employees (hereinafter called “Freelancers”). The Freelances are self-employed and are not bound by the Client’s instructions.

8.2        When hiring freelances, the Contractor adheres to the applicable data protection regulations. If required by the data protection regulations, the Contractor shall ensure that an agreement on the order data processing is concluded with the Freelancer, pursuant to Section 11 of the German Federal Data Protection Act.

9.          Contact Person

If necessary for the services ordered, the Contractor shall appoint a contact person for the Client; this contact person is authorised to represent the Contractor in the scope of the contract performance.

10.        Competition Clause

10.1     During carrying out the contract and 12 months following the end of contract, the Client undertakes not to hire away the Contractor’s employees or freelancers entrusted with the order performance from the Contractor, nor shall the Client conclude any labour agreements with them without prior consent from the Contractor.

10.2     If, during the contract term or before the expiry of 12 months following the end of the contract, an employee or a freelancer of the Contractor is hired by the Client with prior consent from the Contractor, the Client will be obliged to pay a commission fee to the Contractor; the amount of the commission is determined, as follows:

The amount of the commission is determined on the basis of the annual gross salary and employment contract term agreed between the Client and the employee or freelancer hired by the Client. The maximum commission to be received by the Contractor is 25% of the gross annual salary; the set amount of the commission in each individual case is staggered on the basis of the employment contract duration, as follows:

Employment contract duration

Commission amount (without VAT)

Employment for a period of less than one year:

One third (1/3) of the maximum commission.

Employment for a period of one year and up to two years:

Two-thirds (2/3) of the maximum commission.

Employment for a period of more than two years:

A maximum commission (3/3).

10.3     The Client is obliged first to pay the maximum commission to the Contractor. In the event of a termination of the employment before the expiry of two years, the Contractor will pay the Client back the excess amount paid by the Client. The commission fee is due at the moment when the hired labour force is employed and will be immediately invoiced by the Contractor.

10.4     However, if an employee or a freelancer of the Contractor is hired away by the Client during the contract period or before the expiry of 12 months following the contract end without prior consent from the Contractor, the Client must pay a contractual penalty to the Contractor in the amount of 45% of the gross annual salary of the employees or freelancer hired away by him.

10.5     The non-compete obligation applies to the entire geographic area of the Contractor’s activity.

10.6     The Client is obliged to inform the Contractor about the employment date, gross annual salary, and duration of the employment contract in writing immediately after conclusion of the employment contract.

11.        Confidentiality and Return of Property and Documentation provided by the Contractor

11.1     The Contractor is obliged to maintain silence about all confidential matters of the Client learns in the course of his activities for the Client or for companies connected to the Client. Confidential matters of the Client are business or company secrets, as well as other affairs whose secrecy the Client or the company connected to him is legitimately interested in and which are not subject to any statutory disclosure requirements. This obligation to maintain secrecy survives the contract relationship termination.

11.2     Documents of all kinds, as well as data carriers received by the Contractor in the course of his activity shall be carefully stored and protected against access by unauthorised third parties. Upon the Client’s request and, at the latest, at the end of the contractual relationship, the Contractor shall immediately and completely return all of the Client’s subjects, documents, and data which the Contractor still has in his possession. The Contractor is not entitled to claim any right of retention.

11.3     The Client is obliged to refrain from divulging any know-how obtained in the course of the contract performance to third parties and from any personal advisory activities which involve use of this know-how.

12.        Duration and Termination of the Contract

12.1     The contract term is undetermined. Each party is entitled to terminate the contract with a notice period of one month toward the end of each month. The right to terminate the contract without notice for good cause shall remain unaffected. In particular, the Contractor is entitled to terminate the contract if the Client is in arrears with the payment of an invoice.

12.2     Any contract termination is effective in writing only.

13.        Limitation of the Contractor’s Liability

13.1.   The Contractor shall only be liable only for damage resulting from an intentional or grossly negligent breach of duty or at least negligent violation of essential contractual obligations (fundamental obligations). Fundamental obligations refers to obligations wherein their fulfilment enables the proper execution of the contract in the first place and upon which adherence to the contract party routinely relies and may rely and/or the breach of obligations that endangers the fulfilment of the contract intent. In the case of the fundamental obligations, the liability for damage is limited to the typically predictable damages. 

13.2.   The above limitation of liability does not apply to damage resulting from injury to life, body, or health or if the Contractor has furnished a guarantee in exceptional cases.

13.3.   The Client is aware of his duty to regularly backup his data in the scope of his obligation to mitigate possible damage.

14.        Contract Form and Severability Clause

14.1     The present Terms and Conditions and the offer accepted by the Client constitute the entire agreement between the parties. Besides this agreement, no implied or verbal agreements exist. All changes and additions to this contract are required to be made in written form. This also applies for the suspension or forgoing of the requirement for the written form. 

14.2     In the event of contradictions between the provisions of the offer and these Terms and Conditions, the provisions on the Terms and Conditions have priority.

14.3     If any provision of these Terms and Conditions or of the offer is or becomes invalid, ineffective, or unenforceable, the remaining provisions of this contract shall remain unaffected. Instead of the ineffective or unenforceable provision, the parties shall undertake to agree to an effective provision that would come to the legal and commercial sense and purpose of the invalid or unenforceable provision as closely as possible. The same shall be applicable to any gaps in this agreement. Otherwise, the statutory provisions shall apply.

14.4     The contractual parties agree that the location of the Contractor’s Company is the exclusive place of jurisdiction for any disputes between the parties.