General Terms and Conditions (GTC) — International contract for ERP services

1. Introduction

1.1 Parties. These General Terms and Conditions (“GTC”) govern the provision of ERP software and related services by Quantum-Institute (“Supplier”) to “Customer”. The specific scope, deliverables, schedule and fees are set out in the applicable Order Form or Statement of Work (SOW), which form an integral part of the Agreement.
1.2 Scope. These GTC apply to all Orders unless expressly modified in a signed SOW.

2. Definitions

2.1 “Services” means implementation, customization, integration, training, support and maintenance of the ERP system as described in the SOW.
2.2 “Software” means the ERP application and any modules, updates and documentation licensed to Customer.
2.3 “Deliverables” means software, configurations, documentation, reports and other outputs delivered under the SOW.
2.4 “Confidential Information”, “Personal Data”, “Acceptance” and other terms are defined in the relevant clauses below.

3. Scope of Work, Change Control and Deliverables

3.1 SOW. The SOW describes features, milestones, acceptance criteria, environments (test/production) and responsibilities.
3.2 Change Requests. Any change to scope, timeline or price must be documented as a Change Request and approved in writing by both parties. Supplier may charge additional fees and adjust timelines.
3.3 Third‑party Components. Licenses for third‑party software (databases, connectors, QES providers) are separate and billed to Customer unless otherwise stated.

4. Fees, Invoicing and Payment

4.1 Fees. Fees and payment milestones are set in the Order Form. Fees are exclusive of taxes unless stated.
4.2 Invoicing. Supplier issues invoices per milestone. Payment due within 30 days of invoice date. Late payments accrue interest at 1% per annum above base rate.
4.3 Withholding. Customer shall not withhold payment for disputed amounts except for bona fide disputes notified within 14 days.

5. Acceptance, Delivery and Implementation

5.1 Delivery. Supplier delivers Deliverables to the agreed environment and provides deployment instructions.
5.2 Acceptance Testing. Customer has 14 business days to perform acceptance tests per Acceptance Criteria. If tests pass, Customer issues Acceptance Certificate. If defects are found, Supplier remedies them within agreed timeframes.
5.3 Go‑Live. Go‑Live occurs after Acceptance or upon mutual written agreement.

6. Support, Maintenance and SLA

6.1 Support Levels. Support tiers, response times and business hours are defined in the SLA (Annex C).
6.2 Updates. Supplier provides bug fixes and minor updates as part of maintenance. Major upgrades may be charged separately.
6.3 Remedies. Service credits for SLA breaches are the sole remedy for availability failures, subject to limits in Clause 9.

7. Data Protection and Data Processing (DPA)

7.1 Roles. Parties agree roles: Customer as Controller (unless otherwise agreed) and Supplier as Processor for Personal Data processed on Customer’s behalf.
7.2 DPA. A Data Processing Addendum (Annex B) governs GDPR/PDPA obligations, security measures, subprocessors, breach notification and data return/deletion.
7.3 Cross‑border transfers. Any international transfers will use appropriate safeguards (SCCs, adequacy, or other lawful mechanisms).

8. Intellectual Property and Licenses

8.1 Ownership. Supplier retains ownership of Supplier Background IP. Customer owns Customer Data and any Customer Background IP.
8.2 License Grant. Supplier grants Customer a non‑exclusive, non‑transferable license to use the Software for Customer’s internal business operations, subject to payment and compliance.
8.3 Deliverables Ownership. Customizations developed for Customer are handled per SOW: either assigned to Customer (subject to Supplier’s retained tools) or licensed—specify in SOW.
8.4 Open Source. Open source components are governed by their licenses; Supplier will disclose such components.

9. Confidentiality and Publicity

9.1 Confidentiality. Each party shall keep Confidential Information secret and use it only to perform the Agreement. Standard exceptions apply (public domain, independently developed, compelled disclosure).
9.2 Publicity. Neither party will use the other’s name or logo for marketing without prior written consent, except Supplier may list Customer as a reference unless Customer opts out.

10. Warranties and Disclaimers

10.1 Limited Warranty. Supplier warrants that Services will be performed with reasonable skill and care and that delivered Software will materially conform to the SOW for 90 days after Acceptance.
10.2 Exclusions. Warranty does not cover misuse, unauthorized changes, third‑party failures, or issues caused by Customer environment.
10.3 Disclaimer. Except as expressly stated, Supplier disclaims all other warranties, including merchantability and fitness for a particular purpose.

11. Liability and Indemnities

11.1 Limitation of Liability. Except for liability for gross negligence, willful misconduct, death or personal injury, or breach of confidentiality, each party’s aggregate liability is limited to the total fees paid under the relevant Order in the preceding 12 months.
11.2 Indemnity. Supplier will indemnify Customer against third‑party IP infringement claims arising from Supplier Background IP, subject to Customer’s cooperation and Supplier’s control of defense. Customer indemnifies Supplier for Customer Data and Customer‑driven customizations.
11.3 Consequential Damages. Neither party is liable for indirect, special or consequential damages, including lost profits.

12. Term, Termination and Effects of Termination

12.1 Term. Agreement starts on Effective Date and continues per Order duration.
12.2 Termination for Cause. Either party may terminate for material breach if not cured within 30 days after notice.
12.3 Termination for Insolvency. Immediate termination on insolvency events.
12.4 Effects. On termination, Supplier returns or deletes Customer Data per DPA; outstanding fees become due; license rights cease.

13. Force Majeure

Neither party is liable for delays caused by events beyond reasonable control (natural disasters, strikes, acts of government). Affected party must notify and mitigate.

14. Electronic Execution and Signatures

14.1 Electronic Acceptance. Parties agree that electronic acceptance (e.g., checkbox “I accept the Terms”, click‑to‑accept, recorded API call) constitutes a binding agreement if the GTC were made available prior to acceptance and an auditable record (timestamp, user ID, IP, link to the accepted version) is retained.
14.2 Qualified Signatures. For transactions requiring written form or higher evidentiary weight, the parties shall use a Qualified Electronic Signature (QES) or other mutually agreed signature method. Integration with a QES provider may be implemented by separate agreement.
14.3 Audit Trail. Supplier will provide a signed PDF or audit log on request showing acceptance metadata.

15. Governing Law and Dispute Resolution

15.1 Governing Law. The Agreement is governed by German law.
15.2 Dispute Resolution. Parties will attempt amicable resolution; unresolved disputes go to arbitration in city Aachen (Amtsgericht Aachen, Adalbertsteinweg 92, 52070 Aachen). Choose arbitration for cross‑border certainty.

16. Miscellaneous

Assignment. Neither party may assign without prior consent, except to an affiliate or in connection with a sale of business.
 

Standard form contract

Scope: These General Terms and Conditions apply to all contracts between Schulz Consulting Agency (hereinafter “Contractor”) and its customers (hereinafter “Client”) with regard to IT consulting, IT outsourcing and brokerage.

Contractor's services: The contractor undertakes to provide the agreed services in accordance with the client's requirements.

Obligations of the Client: The Client undertakes to inform the Contractor of all relevant information necessary for the provision of the Services.

Remuneration: 20%-50% net of the total amount (The remuneration for the services is agreed individually between the client and the contractor)

Liability: The contractor is not liable for damage caused by the services provided, unless this damage is due to intent or gross negligence on the part of the contractor.

Contract duration and termination: The contract has a term of one year and can be terminated by either party with three months' notice to the end of the contract term.

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Customer service

Our customer service for questions, complaints, cancellations, objections:

Email: schulz.consulting.agency@gmail.com

available.

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Date: Jan. 2026