This English version is provided for convenience. In case of any discrepancy, the German version is legally binding.

General Terms and Conditions

Pentalink Consulting GmbH · Last updated: January 2025

1. General

1.1 Our general terms and conditions (GTC) form part of the contract and apply to all transactions and services of Pentalink Consulting GmbH, hereinafter referred to as pentalink consulting, including future ones. They are accepted by the customer in their entirety.

1.2 Deviating, conflicting or supplementary general terms and conditions are hereby rejected and shall not become part of the contract. These GTC shall also apply if we perform our services without reservation in the knowledge of conflicting terms and conditions of the customer.

1.3 Customers within the meaning of these GTC are both entrepreneurs (businesses) and consumers.

2. Contracting party / provider identification

The contract is concluded with:

3. Conclusion of contract

3.1 Offers from pentalink consulting are generally non-binding and merely constitute an invitation to the customer to place an order. A contract is concluded only upon acceptance of the order by means of an order confirmation from pentalink consulting.

3.2 Pentalink consulting is entitled to have the contract performed in whole or in part by qualified subcontractors. Pentalink consulting is liable for the services of subcontractors as for its own services.

3.3 Where pentalink consulting uses third-party software or external services, their terms of use shall become part of the contract insofar as they were made available to the customer before conclusion of the contract or are customary in the industry. Pentalink consulting shall not be liable for restrictions or outages caused by third-party providers that lie outside the sphere of influence of pentalink consulting.

4. Obligations of the customer

4.1 The customer warrants that the data provided to pentalink consulting are correct and complete. The customer undertakes to inform pentalink consulting without undue delay of any changes to the data and, upon corresponding request by pentalink consulting, to reconfirm their current accuracy within 14 days of receipt of the request. This applies in particular to the customer’s name and postal address and to the name, postal address, email address and telephone and fax numbers of the administrative and technical contact persons.

4.2 The customer is obliged to inform pentalink consulting immediately, but no later than on the same day, of any faults recognisable to the customer in connection with the services, including the specific circumstances of their occurrence. Later complaints cannot be taken into account.

4.3 The customer undertakes to provide the necessary and assured support required for the work in full and without culpable delay. This applies in particular to the necessary access to systems, data, hardware and software required for the work.

4.4 If pentalink consulting is unable to provide agreed services because the customer fails to fulfil its obligations to cooperate pursuant to §4 despite a written request and the setting of a reasonable grace period, pentalink consulting is entitled to invoice the services scheduled for this period (default of acceptance). This does not apply where the reasons are attributable to pentalink consulting.

4.5 The customer shall carry out a complete data backup before each commencement of, and during, work by pentalink consulting. Pentalink consulting shall not be liable for any loss of data.

4.6 Breaches by the customer of its obligations under the foregoing points entitle pentalink consulting to terminate the contract extraordinarily.

5. Obligations of pentalink consulting

5.1 Pentalink consulting owes the provision of services by competent and qualified personnel.

5.2 If pentalink consulting, in a manner for which it is responsible, fails to perform its services in accordance with the contract (performance failure) and the customer has given notice of this in good time in accordance with clause 4.2, pentalink consulting is entitled to render the owed services in accordance with the contract within a reasonable period. If the performance failure is based on an intentional or grossly negligent breach of the obligations incumbent upon pentalink consulting, pentalink consulting cannot rely on the customer not having given notice of the performance failure in good time in accordance with clause 4.2. Pentalink consulting may refuse such subsequent performance if it is unreasonable, in particular owing to disproportionate costs.

5.3 Pentalink consulting does not owe any consulting success, in particular not the functionality of a system implemented at the customer. Pentalink shall not be liable for damage caused by software or service providers used or specified by the customer. All contracts are deemed to be service contracts (Dienstverträge) within the meaning of §§ 611 et seq. BGB (German Civil Code). Acceptance by the customer is not required unless expressly agreed.

5.4 Where services have been agreed on the basis of milestones, the customer shall accept them within 10 working days of completion. Acceptance shall be deemed to have been granted if the customer does not refuse acceptance within this period, stating specific defects. Upon acceptance, the amount agreed for the milestone becomes due for payment.

5.5 Support and standby services are provided by pentalink consulting during the term of the contract to the agreed extent. Unless otherwise agreed, standby and services are provided between 9:00 and 17:00, Monday to Friday, excluding all German public holidays. During these times, responses can be expected within 4 hours. Holiday and absence periods, if unavoidable, will be notified to the customer 2 weeks in advance.

5.6 For project, consulting and interim mandates, the obligation to perform extends to the consultants offered to the customer. Pentalink consulting endeavours to ensure the offered availability but shall not be liable in the event of illness, termination or other circumstances that make the consultant’s availability impossible. Pentalink consulting will try to provide a replacement but is not obliged to do so.

6. Terms of payment

6.1 The services of pentalink consulting are remunerated on the basis of the hours invoiced and performed at the agreed hourly rate. Regular work, support, standby services or software licences are invoiced as monthly or annual flat fees by agreement. All agreed hourly rates and flat fees are exclusive of the applicable VAT.

6.2 Where pentalink consulting provides services on an ongoing basis, invoicing takes place monthly.

6.3 With the customer’s consent, invoices are sent exclusively in digital form. Paper duplicates may be requested for a fee of EUR 2.00.

6.4 The customer may raise objections to the invoice only in writing within one week of receipt of the invoice. If no objections are raised within this period, the invoice shall be deemed accepted as to scope and amount.

6.5 Flat-rate usage fees are payable in advance on the first working day of each month.

6.6 Set-off against payment claims of pentalink consulting is permitted only with undisputed claims or claims that have been finally and conclusively established by a court.

6.7 Expenses and incidental costs of the service are passed on to the customer by agreement. Unless otherwise agreed, the following flat rates apply: additional subsistence expenses at the statutory rate; overnight accommodation costs actually incurred up to EUR 155.00 per night; rail travel costs in 2nd class, or in 1st class for journeys of more than 400 km; costs of public transport at the place of work; car travel costs at a flat rate of EUR 0.45 per kilometre driven; air travel by arrangement. To simplify invoicing, a flat fee may be agreed which replaces itemised billing.

7. Payment methods

Pentalink consulting offers the following payment methods:

• Customers from abroad: invoice, payable within 14 days
• Customers from Germany: invoice, payable within 14 days

8. Default in payment

Payment reminders are sent at intervals of 14 days. A reminder and administration fee of EUR 10.00 is charged for each reminder. In addition, once the payment deadline has been exceeded, default interest is charged at the statutory rate. Costs incurred as a result of reminders, in particular debt collection costs or legal fees for establishing identity on the basis of the available data, such as the IP address of the order, shall additionally be borne by the customer. Furthermore, pentalink consulting may withhold any further services and invoice all remuneration for the services rendered to date and declare it due.

9. Contract term and termination

9.1 The term of the contract is set out in the offer from pentalink consulting. Contracts for the services of pentalink consulting enter into force upon signature or upon the first act of performance.

9.2 Fixed-term contracts end upon expiry of their term without the need for notice of termination. Contracts of indefinite duration may be terminated by either party at any time with 14 days’ notice to the end of a month or to the 15th of a month. Flat-rate contracts for standby and support that are invoiced monthly may be terminated only to the end of a month.

9.3 The right to terminate for good cause remains unaffected. Good cause for pentalink consulting exists in particular if:

• the customer materially breaches its contractual obligations,
• the customer is in arrears with payments for more than one month despite having been set a deadline,
• the customer becomes insolvent, or
• insolvency proceedings are opened over the customer’s assets.

9.4 Ordinary or extraordinary notices of termination must be given in text form to be effective. The terminating party bears the burden of proof for receipt of the notice of termination.

10. Storage of the contract

Your orders are stored by us after conclusion of the contract. Should you lose your documents relating to your orders, please contact us by email/fax/telephone. We will be happy to send you a copy of your order data.

11. Commission claims

11.1 Principle for the treatment of commission claims: Commission claims, insofar as they arise from the use of brokerage services by pentalink consulting, are as a rule included in the hourly rate. If this is not the case, this will be agreed separately in the contract.

11.2 Exclusion of commission claims for merely establishing contact: Commission claims do not arise from the mere establishment of contact between the customer and third parties. They arise exclusively from the explicit brokering of a project that takes place after the order has been placed. Commission claims are fully settled upon completion of the brokered project.

11.3 No set-off against claims of pentalink consulting: Commission claims to which an intermediary is entitled on the basis of a contract with the customer, and with whom pentalink consulting has no contractual relationship, may neither be asserted against pentalink consulting nor deducted from its invoices.

11.4 Additional payments by the customer: Where commission claims arise on the basis of a legal relationship between the customer and an intermediary, they shall always be borne by the customer in addition to the remuneration and hourly rates agreed with pentalink consulting, unless expressly agreed otherwise.

11.5 Recharging of commission claims: Should a commission claim of a third party (e.g. an intermediary) arise against pentalink consulting that is based on a legal relationship of the customer in which pentalink consulting is not directly involved, pentalink consulting is entitled to recharge this claim to the customer in full.

11.6 Exclusion of double commission claims: Double commission claims, whether by the customer or by third parties, are excluded and not permitted.

12. Secrecy and confidentiality

12.1 Both contracting parties undertake to keep secret all confidential information of the other party obtained in the course of the cooperation and not to disclose it to third parties. Confidential information includes in particular trade and business secrets, technical data, concepts, strategies, customer data, source code, documentation and all information marked as confidential.

12.2 The confidentiality obligation does not apply to information that:

• was already known to the receiving party prior to disclosure,
• is publicly known or becomes publicly known through no fault of the receiving party,
• was received from an authorised third party without any obligation of confidentiality, or
• must be disclosed on the basis of legal obligations or an order of a public authority.

12.3 The confidentiality obligation continues beyond the term of the contractual relationship for a period of 3 years after the end of the contract.

12.4 Pentalink consulting is entitled to bind subcontractors engaged in the provision of services to the confidentiality obligation and to make confidential information available to them insofar as this is necessary for the provision of services.

13. Copyrights and rights of use

13.1 All work results created by pentalink consulting in the course of providing its services (in particular software, code, concepts, documentation, designs, analyses) are subject to copyright and, unless expressly agreed otherwise, remain the property of pentalink consulting.

13.2 Upon full payment of the agreed remuneration, the customer receives a non-exclusive right of use, unlimited in time, to the work results created for it, for the contractually agreed purposes.

13.3 The disclosure of work results to third parties or their use beyond the agreed purpose requires the prior written consent of pentalink consulting.

13.4 In the case of projects on an hourly basis or for a flat fee, the full rights of use to the work results created individually for the customer pass to the customer upon full payment, unless expressly agreed otherwise. This does not apply to reusable components, templates, frameworks or tools developed by pentalink consulting that are also used in other projects.

13.5 The customer may not remove or alter existing copyright notices, source references or markings.

14. Use of AI and AI support

14.1 Pentalink consulting is entitled to use AI-supported tools to increase efficiency (e.g. code generation, data analysis, documentation).

14.2 They are used subject to the professional review and responsibility of pentalink consulting. The quality of the work results is not impaired.

14.3 When processing customer data by means of AI services, pentalink consulting takes into account the nature and sensitivity of the data as well as applicable data protection regulations. Data requiring particular protection are processed only after consultation with the customer.

14.4 Liability for AI-generated content is governed by §15 of these GTC.

15. Liability

15.1 In accordance with the statutory provisions, pentalink consulting shall be liable without limitation for damage caused intentionally or through gross negligence by its legal representatives and engaged employees, and for damage resulting from culpable injury to life, body or health.

15.2 For damage not covered by clause 15.1 and caused by slight negligence, pentalink consulting shall be liable insofar as such negligence concerns the breach of contractual obligations whose fulfilment is essential to the proper performance of the contract and on whose observance the customer may regularly rely (so-called cardinal obligations). In such cases, the liability of pentalink consulting is limited to the foreseeable damage typical for the contract.

15.3 In all other respects, the liability of pentalink consulting is excluded. In particular, pentalink consulting shall not be liable in cases of force majeure. Cases of force majeure include in particular:

• computer sabotage by a third party,
• spying out and interception of data as a result of the circumvention of the security system at the certification authority by third parties,
• circumvention of the security system at pentalink consulting or the customer, provided that the security system corresponds to the current state of the art and is customary in the market at that time,
• natural disasters,
• fire,
• pandemics and epidemics,
• failure of communication networks,
• cyber attacks on third-party infrastructure,
• orders of public authorities.

15.4 Pentalink consulting shall not be liable under clauses 15.1 and 15.2 for damage resulting from a breach of the customer’s obligations, in particular the customer’s obligation to back up its data.

15.5 Claims for damages become time-barred one year after performance of the service. Where claims for damages are based on intent or gross negligence, an assumed guarantee or fraudulent concealment by pentalink consulting, the statutory limitation periods apply to them.

16. Information on the right of withdrawal

If the customer is an entrepreneur within the meaning of § 14 BGB, the customer has no right of withdrawal. Customers who are consumers have a right of withdrawal in accordance with the following provisions:

16.1 Right of withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day of conclusion of the contract.

To exercise your right of withdrawal, you must inform us

of your decision to withdraw from this contract by means of an unequivocal statement (e.g. a letter sent by post or an email). You may use the attached model withdrawal form for this purpose, but it is not obligatory.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

16.2 Consequences of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than fourteen days from the day on which we are informed about your withdrawal from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless expressly agreed otherwise with you; in any event, you will not be charged any fees as a result of such reimbursement.

If you requested that the services begin during the withdrawal period, you shall pay us a reasonable amount which corresponds to the proportion of the services already provided up to the time you inform us of the exercise of the right of withdrawal with regard to this contract, in comparison with the full scope of the services provided for in the contract.

16.3 Expiry of the right of withdrawal

The right of withdrawal expires when we have fully performed the service and have begun performance of the contract only after:

• you have expressly consented to our beginning performance of the contract before the expiry of the withdrawal period, and
• you have expressly confirmed, before performance begins, that you are aware that you will lose your right of withdrawal upon complete performance of the contract by us.

Model withdrawal form

If you wish to withdraw from the contract, please complete this form and return it to:

I/We (*) hereby withdraw from the contract concluded by me/us (*) for the provision of the following service:

• [Enter service]
• Ordered on (*)/received on (*): [Date]
• Name of consumer(s): [Name]
• Address of consumer(s): [Address]
• Signature of consumer(s) (only if this form is notified on paper): [Signature]
• Date: [Date]

(*) Delete as appropriate.

17. Data protection

The processing of personal data is governed by our privacy policy, which is available at https://pentalink.de/datenschutz and forms part of these GTC. Pentalink consulting undertakes to comply with the General Data Protection Regulation (GDPR) and the Bundesdatenschutzgesetz (BDSG, German Federal Data Protection Act).

Last updated: January 2025