Terms and Conditions

§ 1 Scope

These Terms and Conditions apply to all contracts between Cloud Professionals GmbH, Seeholzenstr. 2, 82166 Gräfelfing, Germany, and its customers concerning IT, software, Salesforce, CRM, AI delivery, integration, automation, consulting and operational services.

These Terms apply exclusively to entrepreneurs within the meaning of § 14 BGB, legal entities under public law or special funds under public law. Consumers within the meaning of § 13 BGB are not the target group of the services.

Deviating, conflicting or supplementary terms of the customer become part of the contract only if Cloud Professionals expressly agrees to them in text form.

Individual agreements, offers, service descriptions, project schedules, data processing agreements and other individual contractual arrangements take precedence over these Terms.

§ 2 Contract formation and service basis

Contracts are formed by mutual signature of an individual contract, acceptance of an offer, written commissioning or commencement of service provision on the basis of an agreed scope of services.

The relevant offer, service description, statement of work, project schedule or other individual agreement determines scope, dates, remuneration and deliverables.

Online checkout, automated ordering or payment service provider processing are not the basis of these Terms unless expressly agreed in the individual case.

Cloud Professionals may limit offers in time and revoke them before acceptance unless otherwise agreed.

§ 3 Subject matter of services

Depending on the individual contract, Cloud Professionals provides in particular Salesforce architecture, configuration, development, integration and operation; CRM, sales, service and marketing process consulting; AI-based automation and agent solutions; software development, interfaces, data models and system integration; project steering, technical consulting, reviews, documentation and managed services.

The specific scope of services is determined exclusively by the respective individual contract or offer.

Cloud Professionals does not provide legal or tax advice.

Where services depend on systems, data or cooperation of the customer, timely, complete and accurate customer cooperation is a prerequisite for service provision.

Cloud Professionals renders the services with the care of a diligent specialist company in accordance with the recognised rules of technology and the principles of proper professional practice.

§ 4 Service contract, work contract and acceptance

Ongoing consulting, architecture work, project support, operational services, managed services, reviews, workshops and comparable delivery services are generally services within the meaning of §§ 611 et seq. BGB, unless an acceptance-capable result is expressly agreed.

A work contract within the meaning of §§ 631 et seq. BGB exists only if the individual contract defines a specifically described, acceptance-capable work result as the owed success.

For work services, acceptance takes place after provision of the agreed work result. The customer reviews without undue delay and declares acceptance if there are no material defects.

If no substantiated notice of material defects is given within ten business days after provision, the work result is deemed accepted, provided Cloud Professionals has pointed out this consequence at the time of provision.

Partial acceptances and milestone acceptances may be agreed in the individual contract.

§ 5 Independent service provision, freedom from instructions and no integration

Cloud Professionals provides the services as a legally and economically independent company.

Cloud Professionals determines place, time, manner and specific performance of the services independently, unless the individual contract provides for coordination meetings, project milestones, service times or technical windows for objective reasons.

The customer is not entitled to issue employment-law instructions to Cloud Professionals or its deployed personnel regarding working time, place of work, method of work, deployment planning, vacation, absences, internal organisation or prioritisation of individual work steps.

Professional objectives, requirements, acceptance criteria, security requirements and project priorities of the customer remain permissible where they relate to the agreed project objective and do not create integration into the customer organisation.

Cloud Professionals is not integrated into the customer's operational organisation. Participation in project meetings, alignments, sprint meetings, workshops or system access serves solely project-related coordination.

Cloud Professionals generally uses its own equipment, infrastructure, development environments and organisational resources. Access to customer systems occurs only where technically required for service provision.

The customer has no claim to the deployment of specific persons. Cloud Professionals independently decides on selection, replacement, deployment and organisation of its own employees, subcontractors or vicarious agents, unless individual security or confidentiality requirements prevent this.

Cloud Professionals bears the entrepreneurial risk of its own service provision, in particular for its own organisation, qualification, tools, internal costs, remedial effort within Cloud Professionals' area of responsibility and capacity utilisation.

Performance records, status updates or acceptance minutes serve exclusively service documentation, billing and project steering. They do not establish any employment-law right of instruction for the customer.

The parties will conduct the actual project performance in accordance with these principles. In case of doubt about employment status, the parties may consider clarification through the status determination procedure of the German Pension Insurance.

§ 6 No temporary agency work

The services are not provided as temporary agency work. Cloud Professionals remains the sole employer or principal of the deployed persons.

The customer exercises no employment-law instruction, control or disciplinary authority over deployed persons.

Project-related communication by the customer takes place via the named contacts or within agreed project processes. It does not replace internal service steering by Cloud Professionals.

If a service is structured in a way that risks temporary agency work, integration or dependent employment, the parties will adjust the service before continuing or regulate it separately in legal terms.

§ 7 Customer cooperation duties

The customer provides the information, contacts, system access, test data, decisions, approvals and documents required for the service in good time.

The customer names contacts with professional decision-making authority.

Delays, additional costs or quality restrictions caused by insufficient cooperation are not borne by Cloud Professionals.

The customer is responsible for the accuracy, completeness and lawfulness of the data, content, systems and access it provides.

The customer ensures appropriate backups of its systems and data unless a backup service by Cloud Professionals is expressly agreed.

§ 8 Change requests

Changes or extensions to the agreed scope of services require coordination in text form.

Cloud Professionals may review effects on effort, dates, risks and remuneration and prepare an adjusted offer.

Until acceptance of a change request, the previously agreed scope of services remains decisive.

Urgent production incidents may, after documented coordination, be handled before formal offer acceptance if this is necessary to mitigate damage.

§ 9 Remuneration, invoicing and payment

Remuneration is governed by the individual contract. Possible models include fixed price, milestone remuneration, ongoing flat fee, time and materials based on daily or hourly rates, or call-off contingent.

All prices are net prices plus statutory VAT, where VAT applies.

Unless otherwise agreed, invoices are due for payment without deduction within 30 calendar days from the invoice date.

For time and materials remuneration, the customer confirms the hours performed at month-end (performance record) as the commercial basis for billing. On the basis of the confirmed performance record, Cloud Professionals issues the invoice; it is due without deduction within 30 calendar days from the invoice date. Confirmation of hours serves exclusively billing purposes and does not establish any employment-law right of direction of the customer.

If the customer is in payment default, Cloud Professionals may claim statutory default interest and necessary reminder costs and may withhold further services after reasonable advance notice until open amounts are settled.

§ 10 Rights of use in work results

Unless otherwise agreed in the individual contract, after full payment the customer receives a simple, temporally and geographically unlimited right of use in the work results individually created for it, to the extent required for the contractually intended use.

Pre-existing methods, frameworks, templates, architectural principles, libraries, tools, know-how, routines, generic components and internal work resources of Cloud Professionals remain with Cloud Professionals.

Open-source, third-party and platform components are subject to their respective licence and usage terms.

A transfer of exclusive rights, delivery of source code, permission to modify or sublicensing requires express individual contractual agreement unless required for the agreed contractual purpose.

§ 11 Confidentiality

The parties treat all non-public information that becomes known to them in the course of the cooperation as confidential.

Confidential information may be used only for purposes of contract performance and disclosed only to persons who need to know it for that purpose and are correspondingly bound to confidentiality.

The confidentiality obligation does not apply to information that is publicly known, lawfully obtained from third parties, independently developed or required to be disclosed by law, authority or court.

The obligation continues for three years after contract end; for trade secrets it continues for as long as they are legally protected as trade secrets.

§ 12 Data protection and processing on behalf

The parties comply with applicable data protection laws.

Where Cloud Professionals processes personal data on behalf of the customer, the parties conclude a data processing agreement pursuant to Art. 28 GDPR before processing begins.

Cloud Professionals may use suitable subprocessors where contractually, data-protection-wise and security-wise permissible.

Details on processing activities, technical and organisational measures and subprocessors are governed by the respective individual contract or data processing agreement.

§ 13 Liability

Cloud Professionals is liable without limitation for intent and gross negligence, for damage arising from injury to life, body or health, under the Product Liability Act and to the extent of guarantees assumed.

In cases of slight negligence, Cloud Professionals is liable only for breach of material contractual obligations. Material contractual obligations are obligations whose fulfilment makes proper performance of the contract possible in the first place and on whose compliance the customer may regularly rely.

In cases of slight negligence, liability is limited to the typical, foreseeable damage, but at most to the respective valid coverage amount of Cloud Professionals' professional liability insurance. Liability for personal injury and property damage remains unaffected within the framework of statutory provisions.

For data loss, Cloud Professionals is liable only to the extent that the damage would also have occurred with proper data backup by the customer appropriate to the risk, unless data backup was expressly owed by Cloud Professionals.

Further liability is excluded.

§ 14 Term and termination

Term and ordinary termination are governed by the individual contract.

If no term is agreed, either party may terminate a continuing obligation with one month's notice to month-end in text form.

The right to terminate for good cause remains unaffected.

Good cause exists in particular if a party breaches material contractual obligations despite reasonable notice, payment default is substantial or further cooperation becomes unreasonable.

Remuneration claims already accrued remain unaffected by termination.

§ 15 References

Cloud Professionals may name the customer as a reference only with prior consent.

Content, results, metrics or project information may be published only with the customer's consent.

§ 16 Final provisions

German law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

Place of performance and jurisdiction is Munich, to the extent legally permissible.

Changes and additions to the contract require text form unless stricter statutory form is prescribed. Individual agreements remain precedence.

If individual provisions are or become invalid, the validity of the remaining provisions remains unaffected. The statutory provisions apply in place of the invalid provision.