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GENERAL TERMS AND CONDITIONS FOR IT CONSULTING & SERVICES (AGB)

1. Scope of Application & Client Classification

These General Terms and Conditions (AGB) govern all commercial relationships between the PROVIDER (Yfokus – Yadenis Piñero Pérez) and its CLIENTS.

  • Business Clients (B2B): Legal entities, registered companies, or commercial freelancers acquiring IT consulting, ERP implementation, or custom software development.

  • Consumers & Solo-Clients (B2C): Natural persons acquiring 1-on-1 digital coaching, mentoring, or technical training.

    By accepting a proposal, booking a coaching session, or executing a service agreement, the CLIENT accepts these Terms and Conditions in full.

2. Nature and Scope of Services

The PROVIDER offers two distinct service categories:

  • Digital Coaching & Mentoring (Dienstvertrag § 611 BGB): Educational support, 1-on-1 sessions, and guided implementation (Co-Creation). The PROVIDER guarantees qualified, professional guidance and effort to foster the CLIENT’s digital autonomy. However, a specific commercial, financial, or operational outcome is not guaranteed.

  • IT Consulting & Software Setup (Werkvertrag / Service Order): Setup, configuration (e.g., Odoo, WordPress, SSL certificates), or custom development explicitly specified in a written Statement of Work (SOW).

    Any additions or scope expansions during ongoing projects require mutual written confirmation.

3. Client Obligations, System Integrity & Data Backups

  • To ensure proper service delivery, the CLIENT agrees to:
    System Access & Credentials: Provide necessary information, functional requirements, and system access (e.g., hosting, Google Workspace, domain registrars) in a timely manner.
  • Data Backup Responsibility: While the PROVIDER assists with technical setups and backup routines, the ultimate legal and technical responsibility for maintaining up-to-date backups of databases and website content rests entirely with the CLIENT prior to any technical intervention.
  • Code and Database Integrity: The CLIENT shall not directly manipulate the source code or database during active project implementation without prior written authorization from the PROVIDER. Any unauthorized manipulation voids all guarantees for free bug fixes and support coverage.

4. Financial Terms, Invoicing, and Payment Default

  1. Taxes: All stated fees are net and do not include statutory taxes (such as VAT / MwSt.), which will be applied according to applicable tax legislation at the time of invoicing.

  2. Payment Terms: Invoices will be issued electronically. Payment is due within 14 calendar days from the invoice date.

  3. Suspension for Default: If payment is overdue by more than 14 days, the PROVIDER reserves the right to suspend ongoing services or restrict access to active development/support environments until all outstanding balances are settled.

5. Disclaimer on Legal, Tax & Security Advice

Technical guidance provided by the PROVIDER regarding website legal pages (such as Impressum, Datenschutzerklärung / Privacy Policies, or cookie banners) or software licensing constitutes technical setup assistance only.

The PROVIDER is not a law firm or tax consultancy (Keine Rechts- oder Steuerberatung gemäß RDG). The CLIENT remains solely responsible for the legal validity of their published content and is advised to consult certified legal counsel (e.g., eRecht24 or specialized attorneys).

6. Intellectual Property Rights

  1. Pre-existing Rights: Each Party retains sole ownership of all intellectual property rights held prior to entering into this agreement.

  2. Open-Source Licenses: Components based on open-source software (e.g., Odoo Community) remain subject to their respective licenses (e.g., LGPL, GPL).

  3. Custom Developments: Usage rights for custom software developed specifically for the CLIENT are granted on a non-exclusive, non-transferable basis upon full payment (100%) of all associated invoices.

7. Data Protection and Confidentiality (GDPR / DSGVO)

  1. Confidentiality: Both Parties agree to maintain strict confidentiality regarding all technical, financial, and business information exchanged during the engagement. This obligation survives contract termination.

  2. Data Protection: The Parties comply strictly with the EU General Data Protection Regulation (GDPR / DSGVO). Whenever the PROVIDER processes personal data on behalf of the CLIENT (e.g., during hosting or technical support accessing production data), both Parties will execute a Data Processing Agreement (DPA / Auftragsverarbeitungsvertrag - AVV) in accordance with Art. 28 GDPR. The DPA shall prevail in matters of data privacy and align with the PROVIDER’s published Privacy Policy.

8. Non-Solicitation

The CLIENT agrees not to directly hire, solicit, or engage the services of any employee, contractor, or team member assigned by the PROVIDER during the term of the agreement and for 6 months following its termination, unless agreed upon in writing. In case of a breach, the CLIENT shall pay compensation covering recruitment, onboarding, and replacement costs for the affected personnel.

9. Service Level Agreement (SLA) and Exclusions

  1. Incident Prioritization: Support requests will be categorized by severity (Critical, High, Medium, Low).

  2. Exclusions: Base support does not cover incidents resulting from third-party infrastructure not managed by the PROVIDER, unauthorized code modifications, user configuration errors, or external network/hardware failures.

  3. Closure due to Inactivity: If a support ticket or inquiry receives no response or validation from the CLIENT for 3 business days, the ticket will be deemed resolved and automatically closed.

10. Limitation of Liability 

  1. The PROVIDER’s liability for slight negligence (leichte Fahrlässigkeit) shall be limited to direct and foreseeable damages arising from the breach of essential contractual duties (Kardinalpflichten).

  2. Except in cases of intent (Vorsatz), gross negligence (grobe Fahrlässigkeit), or personal injury, the total aggregate liability of the PROVIDER shall not exceed the total amount paid by the CLIENT in the three (3) months preceding the claim or the total fee of the specific project phase that gave rise to the claim.

  3. Liability for indirect damages, lost profits, or data loss resulting from the CLIENT’s failure to maintain proper backups is explicitly excluded.

11. Termination and Applicable Law

  1. Termination: Either Party may terminate the agreement by giving 30 calendar days written notice. In the event of a material breach not cured within 15 calendar days of written notification, termination may be immediate.

  2. Governing Law and Jurisdiction: This agreement is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The Parties agree to submit to the exclusive jurisdiction of the competent courts at the PROVIDER’s registered place of business.

11. Right of Withdrawal for Consumers (Widerrufsbelehrung für Verbraucher - B2C)

Statutory Right: If the CLIENT is a Consumer (B2C), they have the right to withdraw from this agreement within 14 calendar days from the date of contract conclusion without giving reasons, via explicit written statement (e.g., email to info@yfokus.de).

Premature Expiry for Digital Services: If the CLIENT requests the immediate execution of a booked coaching session or technical service before the 14-day withdrawal period expires, the CLIENT explicitly agrees that their right of withdrawal expires once the requested session or service has been fully performed (§ 356 Abs. 4 BGB).