General Terms and Conditions (GTC)

(1) These General Terms and Conditions apply to all contracts of PRODOC Digital GmbH (hereinafter “PRODOC”) with its clients for consulting, implementation, training and translation services, including future contracts of the same kind.

(2) PRODOC’s services are aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. PRODOC does not enter into contracts with consumers within the meaning of Section 13 BGB. By placing the order, the client confirms that it is acting as an entrepreneur; PRODOC is entitled to verify this before the contract is concluded.

(3) The client’s general terms and conditions only become part of the contract if PRODOC expressly agrees to their application in text form. This also applies if PRODOC performs services in the knowledge of deviating terms.

(4) PRODOC is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

(1) Quotations from PRODOC are binding until the date stated in the quotation; if a quotation does not state a date, it is binding for 30 days from the quotation date. Prices and dates in the quotation are based on the documents and information that the client provided for the quotation.

(2) The contract is concluded when the client accepts the quotation in text form within the binding period or PRODOC confirms an order from the client in text form. If PRODOC begins performing the services at the client’s request before such a declaration, the contract is concluded on the terms of the quotation when performance begins.

(3) The contracting party is the person who places the order, unless, when placing the order, they expressly declare that they are acting in the name and for the account of a third party and state that third party’s name and address.

(4) Amendments and additions should be made in text form for reasons of evidence; the precedence of individual agreements actually made and statutory form requirements remain unaffected.

(1) The client shall provide PRODOC with all information, documents, data, access, working materials and contact persons required for the services in good time, in full and free of charge. The specific cooperation obligations and dates are set out in the quotation.

(2) The client shall answer queries from PRODOC that are required for the services within one working day, unless the quotation provides otherwise.

(3) If the client fails to provide its cooperation, or provides it late or incompletely, agreed deadlines and dates are extended accordingly. The client shall pay for any additional work this causes PRODOC at the rates set out in the quotation.

(1) The fees, travel expenses and incidental costs are set out in the quotation. All prices are in euros plus statutory VAT.

(2) Invoices are payable without deduction within 10 days of receipt. Payment transaction costs incurred on the client’s side are borne by the client.

(3) PRODOC issues invoices as electronic invoices in a structured format in accordance with the EN 16931 series of standards where there is a statutory obligation to do so, and otherwise as a PDF by email; the client agrees to this. For this purpose, the client shall name a receiving address and any order or reference number that may be required.

(4) If the client is in default of payment, it owes default interest and the lump-sum default charge pursuant to Section 288(2) and (5) BGB. The right to claim further damages is reserved.

(5) The client is only entitled to a right of retention on account of claims arising from the same contractual relationship.

(1) The client’s rights of use in the work results are governed by the Special Part (B6). They only pass to the client upon full payment of the respective fees; until then, use is permitted.

(2) PRODOC remains entitled to use general principles, methods, architectures, workflows, concepts, templates and technical know-how that PRODOC develops or applies in the course of an engagement for other clients as well, provided that this does not disclose any confidential information or trade secrets of the client. Pre-existing materials of PRODOC remain the property of PRODOC; the client receives a non-exclusive right of use in them to the extent that they form part of the work result.

(3) Open-source components are subject to the respective licence terms.

(4) Translation memories and terminology databases that PRODOC builds up in the course of the services belong to PRODOC, unless otherwise agreed. On request, the client receives the client-specific terminology in a common file format for internal use; passing it on to third parties requires PRODOC’s consent in text form.

(1) Both parties shall treat as confidential all confidential information of the other party that becomes known to them in the course of the collaboration, use it solely for the performance of the contract and not pass it on to third parties. Confidential information includes, in particular, source texts, documents, data, business and trade secrets and all information designated as confidential.

(2) This obligation does not apply to information that was already known or publicly available upon receipt, becomes public without any breach of duty, was lawfully obtained from third parties without an obligation of confidentiality or must be disclosed on the basis of a statutory or official obligation.

(3) PRODOC may pass on confidential information to employees, freelance translators, subject-matter reviewers and service providers insofar as they need it for the services and are bound to confidentiality to at least an equivalent extent.

(4) The obligations under this clause continue to apply for five years after the end of the contract, and indefinitely for trade secrets. A separate non-disclosure agreement takes precedence over this clause.

(1) PRODOC processes personal data of the client and its contact persons for the performance of the contract in accordance with the statutory provisions and PRODOC’s data protection notice.

(2) Insofar as PRODOC processes personal data on behalf of the client, in particular in source texts or documents, the parties shall conclude a separate data processing agreement pursuant to Art. 28 GDPR before processing begins. In the event of conflicts, that agreement takes precedence.

(3) The client shall ensure that it is permitted to transfer the personal data transmitted to PRODOC for the agreed purpose, and shall reduce personal data in documents to what is necessary for the services.

(4) After completion of the engagement, PRODOC stores source texts, translations and documents only insofar as this is necessary for the services, queries, warranty or statutory retention obligations, and otherwise deletes them after expiry of the period stated in the quotation or in the data processing agreement, or earlier at the client’s request in text form.

(1) PRODOC may use AI-supported tools in performing the services, such as machine translation, language models and analysis tools. The results are reviewed by qualified persons at PRODOC, who take responsibility for them, unless the quotation expressly provides for unreviewed output.

(2) PRODOC processes confidential information and personal data of the client only in tools that do not use them to train their own models and whose providers are bound to confidentiality and, where required, obligated pursuant to Art. 28 GDPR. The client is responsible for tools that the client itself provides or specifies.

(3) The client may exclude the use of AI tools for an engagement in text form before the contract is concluded; PRODOC will then adjust the price and dates in the quotation.

(4) If PRODOC supplies or sets up AI systems, the client shall review the outputs of these systems on its own responsibility before using or publishing them.

(1) PRODOC has unlimited liability for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act (ProdHaftG) and to the extent of any guarantee assumed.

(2) In the event of a slightly negligent breach of material contractual obligations, PRODOC is only liable for the damage typical of the contract and foreseeable at the time the contract was concluded. Material contractual obligations are obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the client may regularly rely.

(3) Otherwise, liability for slight negligence is excluded, including for indirect damage, loss of profit and loss of data. For loss of data, in the event of a slightly negligent breach of material contractual obligations, PRODOC is only liable for the amount of effort that would have been required to restore the data if the client had backed up its data properly.

(4) The above provisions also apply for the benefit of PRODOC’s employees, representatives and vicarious agents.

(1) If PRODOC is unable to perform a service, or to perform it on time, due to circumstances that PRODOC could neither foresee nor avert despite reasonable care and for which it is not responsible, such as measures by public authorities, failure of communication networks, fire, strike, war or pandemic, deadlines are extended by the duration of the impediment plus a reasonable start-up period. PRODOC shall inform the client without undue delay.

(2) If the impediment lasts longer than six weeks, either party may terminate the affected contract in text form. The client shall pay for services rendered up to that point.

PRODOC names the client’s name or brand as a reference only with the client’s prior consent in text form.

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of performance and exclusive place of jurisdiction for all disputes arising from the contractual relationship is Goslar, to the extent permitted by law. PRODOC is also entitled to bring an action at the client’s general place of jurisdiction.

(3) Declarations and notifications under these GTC require text form (Section 126b BGB), for example by email, unless expressly provided otherwise. Individual agreements take precedence.

(4) Should any provision of these GTC be or become invalid, the validity of the remaining provisions remains unaffected.

(5) The German version of these GTC is authoritative. Translations are provided for information only; in the event of any discrepancy, the German version shall prevail.

(1) PRODOC performs the activities described in the quotation with the care of a prudent businessperson and in accordance with the recognised state of the art at the time the services are performed. What is owed is the activity, not a particular result.

(2) PRODOC does not owe any particular commercial usability of the work results.

(3) Objectives, work steps, work results and the scope of the activity are set out in the quotation. Technical framework conditions such as local operation or data protection requirements for AI systems apply insofar as the quotation specifies them.

(4) PRODOC determines the manner in which the services are performed and may use suitable vicarious agents; if specifically named persons are to perform the work, the quotation will provide for this.

(1) Fees are charged on a time-and-materials basis at the daily or hourly rates stated in the quotation, as a fixed fee for a period or phase, or according to a value-based model set out in the quotation.

(2) For value-based fees, the quotation sets out the basis of calculation, the metrics and the times of measurement.

(3) If, for fees on a time-and-materials basis, the quotation states a cap, PRODOC will only exceed it with the client’s prior consent in text form. PRODOC will give timely notice if it becomes foreseeable that the cap will be reached.

For fees on a time-and-materials basis, PRODOC invoices monthly or on completion of a phase and encloses an activity record. The client shall raise any objections to an activity record in text form within 14 days of receipt.

(1) The term and ordinary termination are governed by the quotation. The right of either party to terminate for good cause remains unaffected.

(2) If the client terminates before the end of the agreed term without PRODOC having given cause for this, the client shall pay for the services rendered until the termination takes effect, as well as the costs of travel and accommodation already booked on a binding basis.

(3) If the client cancels an agreed on-site day later than five working days in advance, PRODOC may charge 50% of the agreed daily fee, and 100% if cancelled later than two working days in advance. The client reserves the right to prove that PRODOC has suffered no damage or less damage; PRODOC must offset expenses saved and earnings from other engagements.

The client shall not use AI systems supplied or set up by PRODOC for unlawful purposes and shall comply with the applicable statutory provisions when using them.

(1) PRODOC grants the client the non-exclusive right, unlimited in time and territory, to use, reproduce, edit and share with affiliated companies within the meaning of Section 15 of the German Stock Corporation Act (AktG) the work results created individually for the client, such as reports, concepts, presentations, documentation, configurations and program components, for its own business purposes.

(2) Passing on the work results to other third parties or publishing them requires PRODOC’s consent in text form; passing them on to the client’s consultants, auditors and authorities that are bound to confidentiality is permitted without consent.