Terms of Service

General Terms and Conditions of Söldner Consult GmbH

Version: November 2025

Preamble

Söldner Consult GmbH (hereinafter referred to as “Söldner”) is a family-oriented, owner-managed, and independent IT company. We see ourselves as modern IT specialists with a focus on consulting and training in the fields of Cloud Computing and IT Security, specializing in VMware, Google, and Microsoft technologies. We support our customers in implementing Private, Public, and Hybrid Cloud solutions. Our service portfolio includes not only the design of cloud environments but also the implementation of DevOps strategies and IT security concepts, the automation of IT processes, as well as the design and deployment of AI solutions.

Chapter A of these General Terms and Conditions (“GTC”) forms the legal framework for the delivery and provision of all services.

In addition, specific contract conditions apply to other services, such as license or software purchases, professional services, installation and commissioning, as well as training courses.

A. General Part

§ 1 Scope of Application

(1) These General Terms and Conditions (“GTC”) apply to all business relationships with our customers (“Customers”). The GTC apply only if the Customer is an entrepreneur (§ 14 German Civil Code – BGB), a legal entity under public law, or a special fund under public law. All provisions of these GTC constitute the exclusive terms and conditions governing the use of Söldner’s services by the Customer, unless modified by individual agreements between the parties. The provisions under Section A apply to all services provided by Söldner.
(2) Unless otherwise agreed, the GTC in force at the time of the order or, in any case, the most recently communicated version in text form, shall also apply as a framework agreement to future contracts of a similar nature, without the need for renewed reference in each individual case.
(3) These terms and conditions apply exclusively. Customer terms and conditions shall not apply, even if their validity is not expressly rejected in each individual case. Even if the Customer refers to a letter that contains or references the Customer’s or a third party’s terms and conditions, this shall not constitute consent to their validity.
(4) Legally relevant declarations and notifications by the Customer with respect to the contract must be made in writing or in text form. Statutory form requirements and further proof, especially in cases of doubt regarding the authority of the declarant, remain unaffected.
(5) References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions apply unless they are directly modified or expressly excluded in these GTC.

§ 2 Offers and Conclusion of Contract

(1) Our offers are non-binding and subject to change unless explicitly designated as binding. Where separate terms apply to a service, these shall take precedence over the general GTC.
(2) The contract concluded between the parties, including these GTC, constitutes the sole basis for the legal relationship. It reflects all agreements between the parties regarding the subject matter of the contract in full. Oral promises made prior to the conclusion of the contract are not legally binding unless expressly stated otherwise.
(3) Amendments or supplements to the agreements, including these General Terms and Conditions, must be made in text form to be valid.

§ 3 Prices and Payment Terms

(1) Unless otherwise agreed, our current prices at the time of contract conclusion plus statutory VAT shall apply. Any customs duties, fees, taxes, or other public charges shall be borne by the Customer.
(2) The purchase price is due and payable within 14 days of invoicing.
(3) We are entitled, even within an ongoing business relationship, to perform services only against advance payment (e.g., in cases of material deterioration in the Customer’s financial circumstances).
(4) In the event of default, the invoice amount shall bear interest at the statutory default interest rate. We reserve the right to assert further claims for damages caused by default. For merchants, our claim to the commercial maturity interest (§ 353 HGB) remains unaffected.
(5) The Customer may only offset or withhold payments if their claims are legally established or undisputed. The Customer’s counter-rights in the event of defects remain unaffected.

(1) The Customer’s rights in the event of material or legal defects are governed by statutory provisions unless otherwise stipulated below. The statutory provisions of consumer goods law (§§ 474 et seq. BGB) and any manufacturer warranties remain unaffected.
(2) The basis for our liability for defects is primarily the agreed condition and intended use of the goods or services. If no condition has been agreed upon, it shall be determined in accordance with statutory law whether a defect exists.
(3) For goods with digital elements or digital content, we owe the provision and, if applicable, updating of digital content only to the extent expressly agreed upon under paragraph (2). We accept no liability for public statements by third parties.
(4) Customer claims for damages or reimbursement of futile expenses shall exist only in accordance with the following provisions.

§ 5 Services and Service Modifications

The scope and functionality of the services are determined by the service description valid at the time of contract conclusion.
We may modify agreed services where reasonable for the Customer, particularly if:
• legal or regulatory requirements make changes necessary, or
• services no longer correspond to the current state of technology, or
• the cost of maintaining the service is disproportionate to its economic benefit, or
• Söldner has another legitimate interest in modifying the service.
Changes shall be communicated to the Customer with reasonable notice.

§ 6 Performance by Third Parties

We are entitled to subcontract services to third parties. Where such third parties act as additional data processors under data protection law, the Customer’s rights shall be governed by a separate data processing agreement.

§ 7 Retention of Title

For contracts involving transfer of ownership, all services remain our property until full payment of the respective invoice amounts plus any incidental claims. Pledging or assignment as security by the Customer is excluded until payment has been made in full.

§ 8 Liability

(1) Söldner’s liability for intent, gross negligence, guarantees, claims under the Product Liability Act, or injury to life, body, or health, and in other cases where liability is mandatory by law, is governed by statutory provisions.
(2) In cases of simple negligence, Söldner shall only be liable for the breach of essential contractual obligations (so-called “cardinal obligations” — obligations whose fulfillment is essential for proper contract execution and upon which the Customer regularly relies). Liability is limited to the foreseeable and typical damage for this type of business.
(3) Where Söldner’s liability is excluded or limited, this also applies to the personal liability of its employees, workers, representatives, and agents.

§ 9 Data Backup

Except where expressly included in the service scope, Söldner is not liable for data loss if the damage would not have occurred with proper data backup in the Customer’s area of responsibility. Proper data backup is assumed if the Customer backs up their data at least daily in machine-readable form and ensures that data can be restored with reasonable effort. Liability for data loss is otherwise limited—except in cases of intent or gross negligence—to the typical restoration effort required with proper data backup.

§ 10 Force Majeure

If Söldner fails to meet contractual deadlines due to force majeure (e.g., natural disasters, attacks, strikes, lockouts, supplier delays or failures, etc.) or due to circumstances attributable to the Customer’s sphere of risk, Söldner may suspend or postpone performance for the duration of the disruption. Söldner shall not be deemed in default. All obligations are extended by the duration of the disruption plus a reasonable recovery period. Force majeure also includes computer viruses, other IT attacks, or cyber incidents, provided reasonable protective measures were in place.

§ 11 Limitation Period

(1) Unless otherwise required by law, the general limitation period for claims arising from material or legal defects is one year from the date of performance. Where acceptance has been agreed, the period begins upon acceptance.
(2) The above limitation periods also apply to contractual and non-contractual damage claims arising from defects, unless the application of the statutory limitation period (§§ 195, 199 BGB) results in a shorter period.
(3) Claims for damages under § 8 (2) sentences 1 and 2 (a), as well as under the Product Liability Act, are subject exclusively to statutory limitation periods.

§ 12 Trade Secrets and Non-Solicitation

(1) Both parties undertake to treat all confidential information obtained in the course of cooperation that is explicitly designated as confidential or clearly identifiable as business or trade secrets as such and not to use it for their own purposes. Söldner may protect its licensed software with mechanisms against misuse.
Confidential information may not be disclosed to third parties except where necessary for contract performance or required by law or official order.
(2) Both parties shall ensure through appropriate contractual agreements that their employees and subcontractors comply with these confidentiality obligations. Each party shall, upon request, provide written proof of compliance and support the other party in fulfilling legally mandated disclosure obligations as far as permitted.
(3) The Customer undertakes not to solicit any Söldner employees involved in providing the service during the project term and for 12 months thereafter.

§ 13 Governing Law and Jurisdiction

(1) These GTC and all contractual relationships between Söldner and the Customer are governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) If the Customer is a merchant as defined by the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the exclusive—also international—place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Nuremberg. The same applies if the Customer is an entrepreneur under § 14 BGB.
(3) Söldner is, however, entitled to bring an action at the place of performance or the Customer’s general place of jurisdiction. Mandatory statutory provisions on exclusive jurisdictions remain unaffected.

§ 14 Severability Clause

Should any provision of this agreement be or become invalid or void, the validity of the remaining provisions shall remain unaffected. The parties shall replace the invalid or void provision with one that most closely reflects the intended economic purpose. The same applies to any contractual gaps.

B. Special Part for IT Training

§ 1 Booking Conditions

1. Training courses of any kind may be booked by e-mail or via our website.
2. The specified participation requirements must be met. It is assumed that the participant of the contractual partner possesses the knowledge listed under “Prerequisites” in the relevant training description, available on our website.
3. We provide IT training as a service contract unless a specific result is expressly owed by agreement.

§ 2 Cancellations by the Contracting Partner

1. Cancellations are subject to the following conditions:

• Cancellation up to 15 working days before training start: no fee
• Cancellation up to 10 working days before training start: 50% of course fees
• Cancellation from 5 working days before training start: 100% of course fees

The start of training is deemed to be 0:00 on the day the training begins.
If the contracting partner owes at least 50% of the price after cancellation, they are entitled to receive the training materials included in the price (as PDF or printed book, at Söldner’s discretion).
Cancellations must be made in text form to training@soeldner-consult.de.

§ 3 Exclusion of Cancellation

For in-house seminars customized for or conducted exclusively for a closed group of the contracting partner, the above cancellation rules do not apply. Cancellations beyond statutory provisions are excluded after contract conclusion.

§ 4 Rebooking by the Contracting Partner

Rebookings by the Customer for confirmed training sessions are treated as cancellations. The corresponding cancellation terms apply.

§ 5 Cancellation or Postponement by Söldner Consult

We reserve the right to withdraw from the contract up to five working days before the start of training if the minimum number of participants is not reached. In this case, we waive any claim to the agreed training fee.
If we postpone a training date, the contracting partner has the right to withdraw and claim a refund of any payments made, as per statutory regulations.

§ 6 Trainer Replacement

Söldner Consult reserves the right to appoint a qualified substitute trainer if a specific trainer was not contractually guaranteed.
If the training is canceled due to trainer unavailability, the contracting partner will be notified immediately, and any payments made will be refunded.
In the event of cancellation due to force majeure or unforeseen circumstances, the contracting partner’s claims are limited to the refund of course fees. Travel or accommodation costs will not be reimbursed.

§ 7 Copyrights

The contracting partner is granted the right to use the training materials for personal educational purposes only.
All rights, including translation, reproduction, and duplication of the training materials or parts thereof, remain reserved. No part may be reproduced, processed, distributed, or publicly presented without prior written consent.
Recording or filming of trainings or parts thereof is prohibited.

§ 8 Quality Assurance

If a participant finds that the quality of the training or trainer does not meet expectations, they may report specific quality issues to a Söldner Consult staff member.

§ 9 Access to the Contracting Partner’s Systems

If the contracting partner grants Söldner Consult remote or other access to its IT systems, no data containing confidential or legally protected third-party information may be provided. The contracting partner shall take appropriate measures to isolate and secure systems to prevent data modification or deletion.

§ 10 Conditions for Trainer Provision

The contracting partner must provide the necessary technical prerequisites and training environments (e.g., virtual labs) unless otherwise agreed.

§ 11 Cancellation Conditions for Trainer Provision

For trainer provision, the cancellation conditions under § 2 ff. (Special Part) apply accordingly.