General Terms and Conditions

Scope and contract parties

Field of application

These terms apply to all contracts and services between Quality Consulting Taeschner ("QCT") and its clients in the version applicable at the time. Clients within the meaning of these terms are exclusively entrepreneurs as defined in § 14 of the German Civil Code (BGB). QCT does not provide services to consumers.

Services by QCT

The terms cover QCT's services in the three areas Quality Consulting, Quality Services and Quality Education. These include in particular:

• Quality Consulting: Advisory on test management, test strategies, test processes, test frameworks and test tools, Quality Health Check, Agile Transformation as well as AI Compliance (ISO/IEC 42001 and the EU AI Act), testing of AI systems and AI-supported quality assurance.
• Quality Services: Operational test and project management mandates, placement of qualified test and project management resources from the QCT network, compact assessment products.
• Quality Education: Workshops, training and 1:1 coaching, including compliance proof-of-training under EU AI Act Article 4 and AI governance training.

Services are provided exclusively in the B2B segment.

Precedence of individual agreements

Individual contractual agreements (e.g. offers, individual contracts, statements of work) take precedence over these terms. Deviating terms of the client only apply with the express consent of QCT.

Framework agreements

Unless otherwise agreed, these terms also apply without further reference to future contracts of the same kind with the same client.

Contracts for work — outcome-related services

Applicability

If a specific work product is owed (e.g. audit report, training with defined content, specific documentation artefacts), this is — subject to other agreement — a contract for work pursuant to §§ 631 et seq. BGB.

Acceptance of the work

The client shall accept the work performed in accordance with the contract without undue delay after notification of completion. Insignificant deviations do not entitle to refusal of acceptance. Defects are remedied under warranty.

Warranty

Statutory rights apply. Where legally permissible, the period is 12 months from acceptance, except for fraudulently concealed defects, assumed guarantees or construction contracts. Obvious defects must be notified in text form within 14 days of acceptance.

Remuneration

Unless otherwise agreed, remuneration is due after acceptance and receipt of invoice. QCT may invoice reasonable advance payments according to progress.

Termination

The client may terminate at any time before completion (§ 648 BGB). QCT retains the agreed remuneration less saved expenses. Statutory presumption: 5% of the remuneration share attributable to the part not yet performed. If QCT terminates for cause, claims for services already rendered remain unaffected.

Service contracts — activity-related services

Applicability

For activity-related services (e.g. ongoing test management, QA consulting, provision of QA personnel), these are service contracts pursuant to §§ 611 et seq. BGB.

Service performance

QCT performs services to the best of its knowledge and with industry-standard care. Decisions and outcomes based on advisory and support services are the responsibility of the client. A specific economic success is not owed.

No acceptance requirement

For services there is no formal acceptance. Sections rendered are deemed performed in conformity with the contract upon use.

Contract duration

Fixed-term service contracts end with expiry of the agreed time. Open-ended contracts may — unless otherwise stipulated — be terminated with three months' notice to the end of the month. The right to extraordinary termination remains unaffected.

Use of subcontractors

Engagement of third parties

QCT may engage suitable subcontractors (e.g. freelancers, partner companies) and remains responsible vis-à-vis the client for the contract-conformant performance.

Authority to issue instructions

Instructions to engaged persons are given exclusively by QCT. Coordination of service performance takes place with QCT or designated project leads.

Confidentiality and data protection

Subcontractors are bound to confidentiality and data protection compliance to the same extent as QCT itself.

Liability and indemnification

If a circumstance attributable to the client causes additional effort or damages, the client shall indemnify QCT within the statutory framework.

Project durations, deadlines and service-level agreements

Schedules and deadlines

Stated deadlines, milestones or completion dates are non-binding unless expressly agreed as binding. Project durations begin at the earliest after clarification of all prerequisites and fulfilment of required cooperation.

Binding deadlines

Binding deadlines and SLAs are met with best effort. Delays outside QCT's control (e.g. lack of cooperation, force majeure) lead to reasonable extensions.

Service levels

Service-level requirements (e.g. response times) are agreed in separate SLA documents. In the absence of an explicit provision, an appropriate grace period is to be set first.

Force majeure

In cases of force majeure, performance obligations are suspended for the duration of the disruption plus a start-up period. Deadlines are postponed accordingly. If the disruption lasts longer than three months, both parties have an extraordinary right of termination.

Digital communication and electronic signatures

Communication channels

Contract-related communication may take place in text form (e.g. email). An email is deemed received when it is retrievable under ordinary circumstances.

Electronic signatures

Electronic signatures — including qualified electronic signatures pursuant to eIDAS — are recognised insofar as no stricter form is prescribed.

Conclusion of contract

Contracts may be validly concluded by digital acceptance of an offer or by electronically signed documents. Side agreements are only binding if at least confirmed by QCT in text form.

Client cooperation obligations

General cooperation

The client shall cooperate to a reasonable extent. Cooperation obligations are genuine contractual obligations and are to be performed at the client's own expense.

Information and resources

Required information, documents, accesses and contact persons are to be provided in good time. For services on site, workplaces and infrastructure shall be provided where appropriate.

Coordination and decisions

The client shall designate a project lead or contact person with decision-making authority and ensure prompt decisions.

Punctuality and feedback

Submitted work products are to be reviewed within an appropriate period. Delays caused by lacking cooperation postpone deadlines accordingly.

Consequences of lacking cooperation

Lacking or delayed cooperation entitles QCT to extensions of deadlines and to invoice the resulting additional effort at agreed rates.

Remuneration and payment terms

Remuneration models

Billing is based on individual contract or offer on a fixed-price or time-and-material basis. Without a price specification, QCT's current standard rates apply.

Ancillary costs

All prices are exclusive of statutory VAT (where applicable). Expenses (e.g. travel, accommodation, materials) are billed separately.

Due date and default

Invoices are due immediately. Default occurs no later than 14 calendar days after the invoice date. Default interest pursuant to § 288 (2) BGB. A flat-rate dunning fee of EUR 40 may additionally apply.

Partial payments and advance payments

QCT may require advances or instalments and may withhold services in case of payment default. Usable partial services may be invoiced separately.

Set-off and retention

Set-off only with undisputed or legally established counterclaims. Retention only from the same contractual relationship.

Joint and several liability

Multiple clients are jointly and severally liable to QCT.

Ownership of work products and rights of use

Principle

Upon full payment, physical work products become the property of the client. Agreed rights of use to intellectual services are granted.

Rights of use

Unless otherwise agreed: a non-exclusive right of use for own business purposes, unrestricted in territory, time and content. Transfer or sub-licensing only with consent. Claim to source code only if agreed.

Reservation

Until full payment, QCT retains ownership as well as copyrights and rights of use. Use may be prohibited until then.

Background materials

Methods, tools, templates and pre-existing know-how brought in by QCT remain with QCT. Necessary co-use rights are granted.

Third-party rights

QCT warrants that, to the best of its knowledge, no third-party rights are infringed and will indemnify the client against legitimate claims — to the extent attributable — or provide remedy.

Liability

Foundations

QCT is liable in accordance with statutory provisions, unless otherwise stipulated below.

Unrestricted liability

Unrestricted in cases of intent and gross negligence as well as for damages arising from injury to life, body or health.

Limited liability

For simple negligence, QCT is only liable in case of breach of essential contractual obligations (cardinal duties), limited to foreseeable damage typical of the contract.

Liability cap (if agreed)

A contractually agreed liability cap limits liability for simple negligence. Mandatory statutory liability remains unaffected.

Contractual penalties

Contractual penalties or lump-sum damages claims require express agreement.

Special note on advisory services with regulatory reference

Services by QCT in the area of AI Compliance (ISO/IEC 42001, EU AI Act), data protection and other regulatory topics do not constitute legal advice within the meaning of the German Legal Services Act (RDG). QCT provides organisational, technical and strategic advisory services as well as non-binding recommendations and policy drafts. The legal review, interpretation and release of the proposed measures, policies, contracts and processes lies exclusively with the contracting company and its legal advisors.

Data protection and data processing

GDPR compliance

Both parties comply with the GDPR and the German Federal Data Protection Act (BDSG). QCT takes appropriate technical and organisational measures to protect personal data.

Data processing on behalf

Where QCT processes personal data on behalf, the parties conclude in advance a data processing agreement pursuant to Art. 28 GDPR.

Subcontractors

Use of sub-processors for data processing only with data-protection-compliant contractual safeguards and adequate level of protection.

International data transfer

Processing in principle within the EU or EEA. Third-country processing only under the conditions of Art. 44 et seq. GDPR.

Data security

QCT implements measures pursuant to Art. 32 GDPR. The client remains responsible for own data backups and the lawfulness of the data made available.

Confidentiality and notifications

Persons entrusted with data are bound to confidentiality. Data protection incidents are notified to one another without undue delay. Required notifications take place in coordination.

Training and education bookings

For bookings of open training dates via the QCT training calendar, the following conditions apply in addition to the general terms:

Booking and payment

A booking becomes binding once QCT confirms it. The participation fee is due before the event date. QCT accepts advance payment by bank transfer as well as online payment via the methods offered during the booking process. For group bookings, QCT issues a single invoice to the billing address provided; each registered participant receives individual calendar and access information.

Cancellation by the client

Cancellations are possible at any time via the self-service link in the booking confirmation or in writing to info@qct.de. The relevant date for the cancellation fee is the time the cancellation is received by QCT. The following cancellation fees apply to the gross booking price:

• cancellation more than 14 days before the event: 25 %
• cancellation 7 to 14 days before the event: 50 %
• cancellation less than 7 days before the event: 100 %
• no-show without prior cancellation: 100 %

Rescheduling to another date

As an alternative to cancellation, a booking may be rescheduled to another available date of the same course content. The rescheduling fee is:

• rescheduling more than 14 days before the event: free of charge
• rescheduling 7 to 14 days before the event: 25 % of the gross booking price
• rescheduling less than 7 days before the event: 50 % of the gross booking price

Rescheduling after an unexcused no-show is not possible.

Cancellation by QCT

QCT reserves the right to cancel or postpone a date due to insufficient participants, illness of the trainer or other important reasons. Already-paid participation fees will be fully refunded or credited to a replacement date. Further claims, in particular for the reimbursement of travel or accommodation costs, are excluded as far as legally permissible.

Inhouse and corporate trainings

Individually agreed inhouse trainings and company-specific courses are governed by separate terms agreed in writing prior to engagement, which supersede the cancellation conditions above.

Contract duration and termination

Fixed-term contracts

End upon expiry of the agreed term or with acceptance. Ordinary termination during the term is generally excluded.

Open-ended contracts

Ordinary termination with three months' notice to the end of the month, unless otherwise agreed.

Extraordinary termination

Possible at any time for cause (e.g. serious breach of duty, payment default, insolvency). Claims that have already arisen remain unaffected.

Form and receipt

Terminations require at least text form. Effective upon receipt.

Consequences

Services rendered up to the effective date are to be remunerated. In contracts for work, statutory provisions apply (§ 648 BGB).

Confidentiality

Confidentiality obligation

The parties shall treat all information that becomes known in the course of the contract and is marked confidential or recognisable as confidential by its nature — including business and trade secrets, project plans, technical details, source code excerpts, test data and personal data — strictly confidential. Disclosure to third parties requires prior consent in text form.

Exceptions

The confidentiality obligation does not apply to information that is verifiably publicly known, was already in the receiving party's possession before the contract began, was lawfully obtained from third parties or must be disclosed due to a statutory obligation.

Continuing effect

The confidentiality obligation also applies beyond the contract end for a period of three years, unless longer periods arise from statutory provisions or separate agreements (e.g. separate NDA).

Employees and subcontractors

Both parties bind their employees and engaged subcontractors to confidentiality to the same extent.

Non-solicitation

Solicitation prohibition

The client undertakes not to actively solicit, employ or otherwise contractually bind employees of QCT or subcontractors, freelancers or partners engaged by QCT during the contract term and for a period of twelve months after the end of the contract.

Exception

Solicitation on the initiative of the affected person themselves (e.g. unsolicited application) remains permissible. QCT may, on a case-by-case basis, consent to solicitation in text form.

Contractual penalty

In the event of culpable breach of the non-solicitation obligation, the client owes a flat-rate contractual penalty in the amount of one gross annual salary or twelve times the monthly remuneration volume of the solicited service provider. The assertion of further damage remains reserved.

Reference and PR

Right to use as reference

After successful project implementation, QCT may name the client in general form — in particular with company name, logo and brief description of the scope of services rendered — as a reference on its own website, in portfolios, sales materials and on social media channels.

Protection of sensitive content

Specific project content, confidential data, results or personal information may not be published as part of the reference unless a separate release is in place.

Right of objection

The client may object to use as a reference at any time in text form. QCT will then remove the reference material within an appropriate period.

Case studies

Detailed case studies or testimonials (written, video) require separate written consent of the client.

Final provisions

Amendments and side agreements

Amendments and supplements to the contract require at least text form. This also applies to the waiver of this form requirement.

Severability

If individual provisions of these terms or of a contract concluded on their basis are or become invalid in whole or in part, this does not affect the validity of the remaining provisions. The invalid provision is replaced by the valid provision that comes closest to the economic purpose of the invalid provision. The same applies to gaps in regulation.

Transfer of rights and obligations

Transfer of rights and obligations from the contractual relationship to third parties requires the prior consent of the other party in text form. The engagement of subcontractors within the contractually agreed framework is excluded.

Place of jurisdiction and applicable law

Applicable law

German law applies to the exclusion of conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG). Contract language is German (with English as a supplement where applicable; the German version prevails).

Place of jurisdiction

For merchants, legal entities under public law or special funds under public law, the exclusive place of jurisdiction is the registered office of QCT. QCT may also sue at the client's general place of jurisdiction.

Place of performance

Place of performance for services by QCT and counter-performance by the client is — where permissible — the registered office of QCT.