Legal

General Terms and Conditions of Purchase (AEB) for Consulting and Development Services

Version 01/2026 · Ascentra Solutions GmbH

Contents19 sections

All versions

1. Scope and Order of Precedence

  1. These General Terms and Conditions of Purchase (AEB) apply to all consulting and development services provided to Ascentra Solutions by companies on the basis of individual orders, framework agreements, and all related purchase orders (in particular Purchase Orders and Statements of Work – “SoW”).
  2. Conflicting or deviating general terms and conditions of the Contractor shall not apply, even if Ascentra Solutions does not expressly object to them.
  3. Deviating individual agreements, in particular provisions in framework agreements, individual orders, SoWs or written purchase orders, take precedence over these AEB if confirmed in text form.
  4. In case of conflict, the following order of precedence applies: (1) framework agreement, individual order, written purchase order or SoW; (2) these AEB.

2. Definitions

  1. “Work Results” means all results created in the course of performance, including concepts, specifications, documentation, models, code, configurations, scripts, reports, test cases, interim results, and datasets (including updates/modifications).
  2. “Background-IP” means pre-existing materials, rights, and know-how of the Contractor or third parties that were not developed specifically for Ascentra Solutions.
  3. “Statement of Work” (SoW) means a written description of services including scope, timeline, roles, acceptance criteria, and remuneration.
  4. “Purchase Order” (PO) means a written order issued by Ascentra Solutions referring to a SoW/offer.
  5. “Service Record/Timesheet” means project-related records by the Contractor of time, services, and travel expenses.
  6. “Acceptance” means the declaration by Ascentra Solutions that work-contract deliverables meet agreed acceptance criteria; deemed acceptance is governed by Section 4.
  7. “Security Incident” means any impairment of information security (confidentiality, integrity, availability).
  8. “Data Protection Incident” means a personal data breach within the meaning of the GDPR.
  9. “End Customer” means a customer of Ascentra Solutions for whom the Contractor indirectly provides services.

3. Scope of Services, Performance, and Cooperation

  1. The Contractor provides consulting and/or development services as independent services. A specific result (work contract) is owed only if expressly agreed in text form (e.g., in the SoW).
  2. The Contractor independently selects tools, working hours, and place of work unless mandatory specifications are required for performance or for security reasons.
  3. The Contractor shall promptly notify Ascentra Solutions of necessary cooperation duties, risks, delays, and additional efforts, and propose pragmatic solutions.
  4. Documentation duties (e.g., architecture/process documentation) and transferability shall be ensured as per the SoW.

4. Acceptance Process and Change Requests

  1. For work-contract deliverables, acceptance criteria as per the SoW apply. Ascentra Solutions shall review within 10 business days of delivery. If no justified rejection is made within this period, acceptance shall be deemed granted (deemed acceptance).
  2. In case of justified defects, up to two remediation cycles shall be performed within reasonable timeframes. Partial acceptances are permissible where appropriate.
  3. For services under a service contract (consulting without a work-contract result), no legal acceptance occurs; proper performance and approval of timesheets is decisive.
  4. Changes to the scope of services are implemented only via a written Change Request. The Change Request shall include description, effort estimate, and impacts on timeline, budget, and deliverables and becomes effective only upon written approval.

5. Personnel, Organization, and AÜG (German Employee Leasing Act)

  1. The Contractor shall deploy qualified personnel. Personnel changes require prior consent by Ascentra Solutions, which shall not be unreasonably withheld.
  2. No integration into the corporate organization of Ascentra Solutions takes place. Instructions are limited to “what” is required, not “how” it is performed.
  3. Employee leasing (Arbeitnehmerüberlassung) is excluded. If a permit requirement arises, deployment occurs only with prior written consent of Ascentra Solutions and upon presentation of a valid leasing permit; the Contractor shall document deployment conditions. The Contractor guarantees that no unlawful employee leasing takes place.

6. Information Security, Audits, and Compliance

  1. The Contractor shall comply with all applicable security, access, and compliance requirements of Ascentra Solutions as well as project-specific instructions.
  2. The Contractor shall maintain appropriate technical and organizational measures in line with the state of the art (aligned to ISO 27001; no certification required).
  3. Security and data protection incidents must be reported without undue delay, at the latest within 24 hours, including at minimum: type of incident, time, affected scope (systems/data/persons), causes, immediate measures taken, and planned remediation.
  4. Audits by or on behalf of Ascentra Solutions shall be enabled with 10 business days’ prior notice; at most once per year, except for cause or regulatory requirements. Findings are confidential; identified deficiencies shall be remedied promptly.

7. Remuneration, Travel, and Invoicing

  1. Unless day rates or fixed fees are expressly agreed, billing is Time & Material (T&M). One day rate equals 8 hours. Day rates are billed in half-day increments; hourly models in 15-minute increments.
  2. Travel time is billed at 50% of the agreed rate.
  3. Travel expenses are reimbursed against receipts. Principles: economy/2nd class, reasonable mid-range hotels, necessary incidentals; international travel requires prior approval. Statutory per diems apply where applicable.
  4. Other project-related expenses (e.g., regulatory fees) are reimbursed against proof if agreed in advance.
  5. Timesheets and expense lists are submitted monthly in arrears. They are deemed approved if Ascentra Solutions does not object in text form within 7 calendar days.
  6. Invoices are issued monthly in arrears and must include PO/SoW, performance period, service description, time records, and expenses. Payment term: 14 days net from receipt of a proper invoice. Statutory VAT requirements must be observed.

8. Payment Default, Set-off, Retention

  1. In case of payment default, statutory default interest applies; necessary, reasonable dunning and collection costs are reimbursable.
  2. The Contractor may set off or assert a right of retention only with undisputed or finally adjudicated claims.
  3. Suspension of services is excluded as long as Ascentra Solutions pays or a reasonable cure period is running.

9. Rights in Work Results, Background-IP, and Open Source/Third-Party Software

  1. All rights in Work Results transfer upon creation to Ascentra Solutions on an exclusive, worldwide, perpetual, transferable, and sublicensable basis. The Contractor warrants that Work Results are free of third-party rights. To the extent legally permissible, the Contractor waives or shall not assert moral rights against Ascentra Solutions.
  2. Background-IP remains with the Contractor. The Contractor grants Ascentra Solutions an irrevocable, worldwide, perpetual, transferable, sublicensable, royalty-free license to the extent necessary to use the Work Results and to sub-license to End Customers as well as affiliated companies and implementation partners.
  3. Use of Open Source Software (OSS) or third-party software requires prior disclosure of a component list including designation, version, license type, and obligations (including license notices). Components with copyleft effect that may trigger disclosure/distribution of proprietary code (e.g., GPLv3) may only be introduced with prior written consent of Ascentra Solutions. The Contractor shall provide all required license notices and texts.

10. Confidentiality and Publicity/References

  1. Both parties shall keep confidential all information and End Customer information obtained in connection with the business relationship. This duty applies for five years after contract end; for trade secrets, it applies without time limit.
  2. Upon request, provided documents shall be returned or securely deleted; deletion shall be confirmed in text form upon request.
  3. Any reference use, logo use, press or public communications in connection with the services require prior written consent of Ascentra Solutions.

11. Data Protection

  1. The Contractor shall comply with statutory data protection provisions, in particular the GDPR.
  2. Processing of personal data on behalf of Ascentra Solutions shall occur only under a separate agreement (e.g., data processing agreement pursuant to Art. 28 GDPR).
  3. The Contractor shall maintain appropriate technical and organizational measures and report data protection incidents without undue delay, at the latest within 24 hours, with the minimum information set out in Section 6.3. Transfers to third countries occur only with appropriate safeguards (e.g., EU Standard Contractual Clauses).

12. Warranty, IP Infringement, and Indemnification

  1. The Contractor warrants performance in accordance with recognized professional practice and the contractual requirements.
  2. If Work Results infringe third-party rights, the Contractor shall indemnify Ascentra Solutions and its End Customers from all third-party claims, including reasonable costs of defense (in and out of court). At the election of Ascentra Solutions, the Contractor shall modify or replace the Work Results so that no rights are infringed, without unreasonably impairing the agreed functionality.

13. Liability

  1. Liability is unlimited for intent, gross negligence, injury to life, body or health, assumption of a guarantee, fraud, and under the German Product Liability Act.
  2. For simple negligence, the Contractor is liable only for breach of essential contractual duties (cardinal duties). In such cases, liability is limited to the typical foreseeable damage and capped at a maximum of 150% of the total fees paid under the respective SoW/Order.
  3. These limitations do not apply to claims arising from breaches of confidentiality, data protection obligations, intellectual property rights, or from indemnities under Section 12.2.
  4. For data loss, compensation is limited to the restoration effort that would have arisen with proper, risk-adequate backups by both parties.

14. Customer Protection and Non-Solicitation

  1. The Contractor shall not, during the term and for 12 months thereafter, without express consent of Ascentra Solutions, directly or indirectly provide comparable services to that End Customer for whom the Contractor performed services via Ascentra Solutions under the specific project.
  2. Non-solicitation of the other party’s project personnel applies during the term and for 12 months thereafter. General, non-targeted recruiting measures (e.g., public job postings) are not deemed solicitation.
  3. In case of breach of Sections 14.1 or 14.2, a contractual penalty of €25,000 per breach is payable; further damages remain unaffected. Judicial moderation is reserved.

15. Subcontracting and Assignment

  1. Subcontracting by the Contractor and assignment of rights and obligations require prior consent of Ascentra Solutions.
  2. The Contractor shall ensure subcontractors are bound at least equivalently to these AEB, in particular confidentiality, data protection, information security, IP provisions, audit duties, and travel rules (flow-down).
  3. The Contractor is liable for acts/omissions of subcontractors as for its own.
  4. Transfer by Ascentra Solutions to affiliated companies is permitted.

16. Insurance

  1. The Contractor shall maintain adequate commercial general liability, professional/IT liability (financial loss), and cyber insurance covering contractual risks.
  2. Upon request, the Contractor shall provide evidence of such insurance in text form.

17. Force Majeure

  1. Events of force majeure (e.g., natural disasters, epidemics, war, terrorism, governmental actions, large-scale outages of critical infrastructure) release the affected party from performance obligations for the duration and scope of the impairment.
  2. The affected party shall promptly inform the other party of occurrence, expected duration, and impact, and cooperate on a restart plan.
  3. If the impairment lasts longer than 30 calendar days, either party may terminate the affected SoW/Orders in whole or in part with effect for the future without compensation.

18. Term, Termination, and Handover

  1. The term is as specified in the respective PO/SoW or underlying agreement.
  2. Ordinary termination is possible with 14 days’ notice; the right to extraordinary termination for cause remains unaffected.
  3. If the underlying customer engagement of Ascentra Solutions ends or is suspended, Ascentra Solutions may terminate the PO/SoW with immediate effect in whole or in part.
  4. Upon termination, services performed up to the effective date shall be billed in accordance with the contract; approved third-party expenses are reimbursed if pre-approved and non-cancelable.
  5. The Contractor shall promptly hand over all Work Results, access credentials, repositories, configurations, licenses, and documentation, and support the transition for up to 10 person-days at the agreed rates.

19. Final Provisions

  1. German law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
  2. The courts having jurisdiction at the registered seat of Ascentra Solutions have exclusive jurisdiction.
  3. Amendments or supplements to these AEB require text form.
  4. Should any provision be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected.

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