§ 1 Scope

(1) These General Terms and Conditions (GTC) apply to all contracts between Enzo Ametrano, 57334 Bad Laasphe, Germany (hereinafter "Provider") and its clients (hereinafter "Client") for services offered on skalenta.io. (2) The services are directed exclusively at business customers within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. They are not directed at consumers. (3) Conflicting or deviating terms and conditions of the Client are not accepted unless the Provider expressly agrees to their applicability in writing.

§ 2 Subject matter and services

(1) The subject matter comprises consulting and implementation services in the field of cloud operations automation (including infrastructure as code, observability, automated incident handling and compliance support). (2) The specific scope of services is set out in the individual quotation or service description (statement of work). Public descriptions on the website are non-binding service outlines and do not constitute guarantees as to quality or outcome. (3) Unless expressly agreed otherwise, the Provider owes competent performance of the service (service contract), not a specific commercial outcome.

§ 3 Offer and conclusion of contract

(1) Descriptions on the website do not constitute a binding offer. A contract is concluded by an individual quotation from the Provider and its acceptance by the Client (text form is sufficient). (2) Appointments made via the booking function (discovery) serve as a non-binding initial consultation and do not yet constitute a service contract.

§ 4 Client's duty to cooperate

The Client shall provide the Provider in good time with all information, access credentials, system permissions and contact persons required for the performance of the services. Delays attributable to the Client's failure to cooperate or late cooperation shall not be the responsibility of the Provider.

§ 5 Prices and payment

(1) The prices set out in the individual quotation apply. All prices are exclusive of statutory value-added tax. (2) Invoices are due for payment in full within 14 days of receipt, unless otherwise agreed. (3) In the event of late payment, the statutory provisions apply (§§ 286, 288 BGB).

§ 6 Delivery times and deadlines

Dates and deadlines are only binding if they have been expressly agreed as binding. If services are delayed for reasons attributable to the Provider, the statutory provisions apply subject to the liability limitations in § 10.

§ 7 Rights of use in work results

(1) In work results created specifically for the Client (e.g. IaC configurations, scripts, documentation), the Provider grants the Client, upon full payment of the agreed remuneration, a non-exclusive, temporally and geographically unlimited right of use for the Client's own business purposes. (2) All rights in the Provider's pre-existing know-how, generic components, tools and libraries remain with the Provider. The Provider is free to reuse the general know-how acquired in the course of performing the services.

§ 8 Confidentiality

Both parties undertake to keep confidential all confidential information of the other party obtained in the course of their cooperation and to use it solely for the purpose of performing the contract. This obligation continues after the termination of the contract.

§ 9 Warranty

For defects in work-for-hire services, the statutory provisions apply with the proviso that the Provider is initially entitled to remedy the defect. Pure service contracts are governed by the law of service contracts. The limitation period for warranty claims is — to the extent permitted by law — 12 months from acceptance or performance of the service.

§ 10 Liability

(1) The Provider is liable without limitation for intent and gross negligence and for damages arising from injury to life, body or health. (2) In cases of simple negligence, the Provider is only liable for breach of a material contractual obligation (cardinal duty), the fulfilment of which is a prerequisite for the proper performance of the contract and on whose observance the Client may regularly rely. In such cases, liability is limited to foreseeable damage typical for the contract. (3) Any further liability — in particular for lost profits, indirect damages and loss of data to the extent that such loss would have been avoidable with proper data backup — is excluded. (4) Liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.

§ 11 Term and termination

(1) One-off services (e.g. discovery, implementation) end upon full completion. (2) Ongoing services (e.g. Managed Ops) have an initial term of 12 months and are automatically extended by 12 months at a time unless terminated with 3 months' notice prior to the end of the respective term. The right to terminate for good cause remains unaffected. Terminations require at least text form.

§ 12 Data protection and data processing

Where the Provider processes personal data on behalf of the Client in the course of performing the services, the parties will conclude a separate data processing agreement in accordance with Art. 28 GDPR. In all other respects the privacy policy at skalenta.io/datenschutz applies.

§ 13 Final provisions

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). (2) The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is — to the extent permitted by law — the registered office of the Provider (57334 Bad Laasphe, Germany). (3) Amendments and supplements require text form. This also applies to any waiver of this formal requirement. (4) Should any individual provisions be or become invalid, the validity of the remaining provisions is not affected.