mgm technology partners gmbh
AGB
General Terms and Conditions for the Provision of Services and Work
As of September 25, 2025
mgm technology partners gmbh
Taunusstr. 23
80807 München
§ 1 Basic principles
(1) mgm technology partners GmbH, hereinafter referred to as the Client, is an IT company that provides services and work in the field of IT and process consulting for third parties (customers).
(2) These General Terms and Conditions of Purchase govern the framework conditions for the purchase of services and work by the Client, irrespective of whether these are provided for the Client or for a customer of the Client. The specific parameters of the respective order, such as the timeframe, place and type of performance, as well as remuneration, are agreed with the Contractor by means of an order placed by the Client. The Contractor shall confirm the order immediately upon receipt.
(3) These General Terms and Conditions of Purchase shall exclusively apply to all contractually agreed services between the Client and the Contractor, insofar as not otherwise agreed in the order.
§ 2 Provision of services, use of further subcontractors
(1) The Contractor is not subject to instruction when providing the service. This does not include order-related technical specifications from the Client or customer that are essential for specification of the project result. The Contractor shall also particularly observe the Client's specifications with regard to general security and protection provisions and standards and technical norms to be complied with, as well as the requirements of confidentiality, data protection and information security. The parties clarify that the Client's specifications may also include the customer's specifications vis-à-vis the Client. The Contractor shall endeavor to achieve the best possible result for the Client by making use of its experience and knowledge.
(2) If the Contractor's activities are carried out directly at the Client's customer, the Contractor shall ensure that the Contractor, its employees and/or subcontractors are not integrated into the customer's business operations. The Contractor is exclusively authorized to issue instructions to its employees. Should the Contractor nevertheless identify indications of such integration into the Client's business operations, it shall inform the Client of this immediately in text form.
(3) The Contractor shall perform the services on its own responsibility and shall be free to allocate its time as it sees fit. The Contractor shall nevertheless take the specific project requirements into account. This particularly applies to the project regulations, the project organization (e.g. planning and the observance of deadlines) and the coordination with other project participants.
(4) The services are defined within the respective order with particular regard to content, remuneration, deadlines and scope. The Client is permitted to further specify the order mentioned therein insofar as the respective service content is already specified in abstract form. An exchange or addition to the order specified therein is only permissible if a corresponding change or addition to the Agreement is agreed between the Client and the Contractor. Neither the Client nor the customer shall have the right to unilaterally assign other or additional tasks.
(5) The Client may prepare minutes of the discussions to clarify contractual conditions. The minutes shall become binding for both parties if the Client hands them over to the Contractor's project manager and the Contractor does not object in text form within two weeks.
(6) The Contractor is obliged to involve the Client's project manager insofar as this is necessary for the proper performance of the respective order.
(7) The Contractor shall notify the Client of the commissioning of further subcontractors and obtain the Client's consent before commissioning them. In addition, the Contractor is obliged to agree with its subcontractor accordingly with regard to the obligations arising from its contractual relationship with the Client.
§ 3 Project organization
(1) The Client appoints a contact person – typically a project manager – as a single point of contact (SPOC), who is available to the Contractor for required information and makes the necessary decisions or brings them about quickly. Before the start of the service, the Contractor shall appoint a contact person (SPOC) who is responsible for receiving declarations.
(2) The SPOC on the Client side shall inform the Contractor's SPOC regarding the current project plan and agree with them on the tasks to be performed and the specifications to be met, particularly the target deadlines, as well as the planning effort (in persons/days).
(3) Insofar as not otherwise agreed between the Client and the Contractor, the Contractor's SPOC shall regularly inform the Client's SPOC every 14 days regarding the current status of the service provision.
§ 4 Infrastructure
(1) Work equipment for the provision of the order shall generally be provided by the Contractor. Insofar as is necessary for the project, particularly for technical, data protection or copyright reasons (licenses, etc.), the Contractor shall, as an exception, use the Client's and/or the customer's work equipment for the provision of its services. It is obliged to exclusively use these for the provision of the contractually owed service.
(2) As a general rule, the Client does not provide the Contractor with an email account. In exceptional cases, if this is absolutely necessary for the provision of services, the Contractor shall receive an email account designated as "external", which is to be exclusively used for the respective commissioned project and is not approved for personal use. In particular, it is strictly forbidden to visit or use so-called file-sharing sites, to visit or display sites whose content violates legal or moral standards and/or to visit or display sites whose content is harmful to minors.
(3) The exchange of data shall be limited to what is necessary and must always take place in an appropriately secure form. Effective virus protection must be installed on the computers used to provide the service or work and kept up to date on a daily basis.
(4) Legally protected content may only be sent or received if and insofar as authorization has been granted.
(5) The use of any software must be strictly limited to software that has been assigned for use.
(6) A breach of this provision shall be deemed good cause and shall entitle the Client in particular to terminate or cancel the order without notice and may give rise to a claim for damages.
§ 5 Remuneration
(1) If remuneration for services is agreed on a time and material basis, this shall be based on the agreed daily or hourly rates. A daily rate includes eight work hours. Days or hours not worked in full shall be remunerated pro rata on a quarter-hour basis in accordance with the time actually worked and documented in accordance with Paragraph (2).
(2) Invoicing shall be based on the hours worked, documented by time recording in the Client's electronic recording system and confirmed by the Client's project manager.
(3) The total net remuneration value ("net value") stated in the order is an estimate and the maximum limit of the remuneration to be claimed by the Contractor for the respective project. It does not constitute a purchase obligation. Remuneration is based on actual expenditure. Remuneration in excess of the net value may only be requested following the Client's written approval. The Client must be immediately informed as soon as it becomes apparent that the net value will be exceeded. The Contractor has no claim to an assignment for the value of the total net value.
(4) Expenses and additional meals are covered by the agreed daily rate.
(5) Travel expenses are generally covered by the agreed daily rate. If the Client is able to invoice the travel expenses incurred to the customer, it shall inform the Contractor accordingly. In this case, the Contractor shall be entitled to invoice travel expenses as an exception. Each trip to be invoiced requires the prior approval of the Client's project manager.
(6) The Contractor shall invoice the fee plus statutory VAT on a monthly basis, dated at the end of the month, on the third weekday of the following month at the latest. Payments shall generally be made within 30 days after payment of the corresponding service by the customer and, in the case of work services, after their acceptance, unless a different payment term is agreed within the scope of an order or contract. In all cases, the condition for the start of the payment period is the receipt by the Client of a proper invoice in accordance with § 14.
General Terms and Conditions for the Provision of Services and Work
As of September 25, 2025
mgm technology partners gmbh
Taunusstr. 23
80807 München
§ 1 Basic principles
(1) mgm technology partners GmbH, hereinafter referred to as the Client, is an IT company that provides services and work in the field of IT and process consulting for third parties (customers).
(2) These General Terms and Conditions of Purchase govern the framework conditions for the purchase of services and work by the Client, irrespective of whether these are provided for the Client or for a customer of the Client. The specific parameters of the respective order, such as the timeframe, place and type of performance, as well as remuneration, are agreed with the Contractor by means of an order placed by the Client. The Contractor shall confirm the order immediately upon receipt.
(3) These General Terms and Conditions of Purchase shall exclusively apply to all contractually agreed services between the Client and the Contractor, insofar as not otherwise agreed in the order.
§ 2 Provision of services, use of further subcontractors
(1) The Contractor is not subject to instruction when providing the service. This does not include order-related technical specifications from the Client or customer that are essential for specification of the project result. The Contractor shall also particularly observe the Client's specifications with regard to general security and protection provisions and standards and technical norms to be complied with, as well as the requirements of confidentiality, data protection and information security. The parties clarify that the Client's specifications may also include the customer's specifications vis-à-vis the Client. The Contractor shall endeavor to achieve the best possible result for the Client by making use of its experience and knowledge.
(2) If the Contractor's activities are carried out directly at the Client's customer, the Contractor shall ensure that the Contractor, its employees and/or subcontractors are not integrated into the customer's business operations. The Contractor is exclusively authorized to issue instructions to its employees. Should the Contractor nevertheless identify indications of such integration into the Client's business operations, it shall inform the Client of this immediately in text form.
(3) The Contractor shall perform the services on its own responsibility and shall be free to allocate its time as it sees fit. The Contractor shall nevertheless take the specific project requirements into account. This particularly applies to the project regulations, the project organization (e.g. planning and the observance of deadlines) and the coordination with other project participants.
(4) The services are defined within the respective order with particular regard to content, remuneration, deadlines and scope. The Client is permitted to further specify the order mentioned therein insofar as the respective service content is already specified in abstract form. An exchange or addition to the order specified therein is only permissible if a corresponding change or addition to the Agreement is agreed between the Client and the Contractor. Neither the Client nor the customer shall have the right to unilaterally assign other or additional tasks.
(5) The Client may prepare minutes of the discussions to clarify contractual conditions. The minutes shall become binding for both parties if the Client hands them over to the Contractor's project manager and the Contractor does not object in text form within two weeks.
(6) The Contractor is obliged to involve the Client's project manager insofar as this is necessary for the proper performance of the respective order.
(7) The Contractor shall notify the Client of the commissioning of further subcontractors and obtain the Client's consent before commissioning them. In addition, the Contractor is obliged to agree with its subcontractor accordingly with regard to the obligations arising from its contractual relationship with the Client.
§ 3 Project organization
(1) The Client appoints a contact person – typically a project manager – as a single point of contact (SPOC), who is available to the Contractor for required information and makes the necessary decisions or brings them about quickly. Before the start of the service, the Contractor shall appoint a contact person (SPOC) who is responsible for receiving declarations.
(2) The SPOC on the Client side shall inform the Contractor's SPOC regarding the current project plan and agree with them on the tasks to be performed and the specifications to be met, particularly the target deadlines, as well as the planning effort (in persons/days).
(3) Insofar as not otherwise agreed between the Client and the Contractor, the Contractor's SPOC shall regularly inform the Client's SPOC every 14 days regarding the current status of the service provision.
§ 4 Infrastructure
(1) Work equipment for the provision of the order shall generally be provided by the Contractor. Insofar as is necessary for the project, particularly for technical, data protection or copyright reasons (licenses, etc.), the Contractor shall, as an exception, use the Client's and/or the customer's work equipment for the provision of its services. It is obliged to exclusively use these for the provision of the contractually owed service.
(2) As a general rule, the Client does not provide the Contractor with an email account. In exceptional cases, if this is absolutely necessary for the provision of services, the Contractor shall receive an email account designated as "external", which is to be exclusively used for the respective commissioned project and is not approved for personal use. In particular, it is strictly forbidden to visit or use so-called file-sharing sites, to visit or display sites whose content violates legal or moral standards and/or to visit or display sites whose content is harmful to minors.
(3) The exchange of data shall be limited to what is necessary and must always take place in an appropriately secure form. Effective virus protection must be installed on the computers used to provide the service or work and kept up to date on a daily basis.
(4) Legally protected content may only be sent or received if and insofar as authorization has been granted.
(5) The use of any software must be strictly limited to software that has been assigned for use.
(6) A breach of this provision shall be deemed good cause and shall entitle the Client in particular to terminate or cancel the order without notice and may give rise to a claim for damages.
§ 5 Remuneration
(1) If remuneration for services is agreed on a time and material basis, this shall be based on the agreed daily or hourly rates. A daily rate includes eight work hours. Days or hours not worked in full shall be remunerated pro rata on a quarter-hour basis in accordance with the time actually worked and documented in accordance with Paragraph (2).
(2) Invoicing shall be based on the hours worked, documented by time recording in the Client's electronic recording system and confirmed by the Client's project manager.
(3) The total net remuneration value ("net value") stated in the order is an estimate and the maximum limit of the remuneration to be claimed by the Contractor for the respective project. It does not constitute a purchase obligation. Remuneration is based on actual expenditure. Remuneration in excess of the net value may only be requested following the Client's written approval. The Client must be immediately informed as soon as it becomes apparent that the net value will be exceeded. The Contractor has no claim to an assignment for the value of the total net value.
(4) Expenses and additional meals are covered by the agreed daily rate.
(5) Travel expenses are generally covered by the agreed daily rate. If the Client is able to invoice the travel expenses incurred to the customer, it shall inform the Contractor accordingly. In this case, the Contractor shall be entitled to invoice travel expenses as an exception. Each trip to be invoiced requires the prior approval of the Client's project manager.
(6) The Contractor shall invoice the fee plus statutory VAT on a monthly basis, dated at the end of the month, on the third weekday of the following month at the latest. Payments shall generally be made within 30 days after payment of the corresponding service by the customer and, in the case of work services, after their acceptance, unless a different payment term is agreed within the scope of an order or contract. In all cases, the condition for the start of the payment period is the receipt by the Client of a proper invoice in accordance with § 14.
§ 6 Ownership, copyrights, rights of use, open source software
(1) All rights to the work results achieved by the Contractor on the basis of the order shall exclusively belong to the Client. In particular, the codes (object and source codes) and their related documents shall be the property of the Client upon their creation and at each stage of their development thereafter. The Contractor shall hold the documents in safekeeping for the Client up to the time they are handed over.
(2) The Contractor shall grant the Client an exclusive and unrestricted right of use to the work results that have been and will be created within the scope of the order, whether they are known or unknown, now or in the future. This also includes the right to edit, modify, reproduce, publish and utilize the work results. The Client is further entitled to transfer these rights in whole or in part to third parties or to grant third-party rights of use of any kind to them without separate consent in each individual case.
(3) The Contractor waives the right to be named as the author of the work results.
(4) If the work results arising from the activity for the Client are the subject or part of an invention, the Contractor hereby assigns all rights to and from the invention or the part of the invention to the Client.
(5) The Contractor guarantees that, by means of appropriate contractual agreements with its employees and subcontractors, the assignment and granting of rights in accordance with the above Paragraphs 1 to 4 will neither conflict with, nor be restricted or prevented by such rights. At the request of the Client, the Contractor shall be obliged to provide evidence of the conclusion of such contracts with the employees and subcontractors involved in the project.
(6) The Contractor shall provide the Client with all tangible or intangible information stored electronically or on other storage modules necessary for the comprehensive exercise of the rights granted under Paragraphs 1 to 4 of this provision immediately upon completion of its service.
(7) All claims of the Client against the Contractor, its employees and subcontractors regarding the granting of rights shall remain valid even after completion of the service provision.
(8) The granting of rights (Para. 1 to 4) and the provision of the information (Para. 6) are compensated by the agreed remuneration.
(9) The Contractor shall obtain the Client's consent before using open source software. The Contractor shall procure any other licenses required at its own expense, insofar as not otherwise agreed in the order or contract.
§ 7 Confidentiality, non-disclosure agreement
(1) The Contractor shall treat all knowledge of confidential information and trade secrets of the Client, as well as of the respective customer or business partner of the Client, obtained within the scope of fulfilling the order as confidential for an unlimited period of time and to exclusively use it for the performance of the respective order. The Contractor shall at no time, neither during the initiation of, nor during or after its cooperation with the Client, without the prior consent of the Client in text form at minimum, use in any way, directly or indirectly, confidential information of any kind relating to matters belonging to or concerning the Client's company, or information of the Client's business partners that the Client has undertaken to keep confidential, or make it accessible or disclose it to third parties in any way. This shall particularly apply without limitation to business secrets, procedures, formulas, computer programs, computer software, source and object programs, data, know-how, inventories, techniques, product plans, strategies, calculations, forecasts, customer lists, supplier lists and related data, as well as credit information regarding the Client or its customers, etc. This confidentiality obligation shall not apply insofar as the contractual partner can prove that the confidential information was already lawfully known to the third party concerned at the time of disclosure, or that it is generally known information or that the contractor is legally obliged to provide information to a court or an authority.
(2) All equipment, documents, notes, reports, files, samples, books, correspondence, lists, other written or graphic records etc. relating to or in connection with the Client and which have been prepared, used, designed or observed by the Contractor, or which are under its control or in its possession shall be and remain the sole property of the Client and shall be returned to it immediately in the event of termination of the cooperation for any reason whatsoever.
(3) The knowledge and data obtained during or via the project shall be exclusively used to achieve the project goals; data shall remain on the Client's systems insofar as not otherwise agreed in text form at minimum.
(4) After completion of the service provision, the Contractor shall immediately return to the Client all documents it has created within the scope of the order and all documents received. Even when an agreement has been made in accordance with Paragraph (3) above, all data related to the Contractor's activities for the order shall be completely removed from the Contractor's systems after the end of the order insofar as data carriers are not already handed over to the Client. Data security measures are permissible if it is ensured that unauthorized third parties are not able to gain access to the data. Deviating provisions must be made in writing. Upon request, the Contractor shall confirm the complete surrender of all materials to the Client and the deletion of all data. Subject to any statutory retention periods, the Contractor shall have no right of retention to these.
§ 8 Information security
(1) The Client has set up an information security system and defined specific technical and organizational measures and directives to maintain an appropriate level of security with regard to information security and data protection, as well as to minimize other risks for the company. Because these can change as a result of new technologies and knowledge, measures and further specifications are placed on file on the Client's intranet.
(2) The Client shall inform the Contractor of any significant innovations and changes.
(3) The Contractor shall comply with the relevant measures and directives or cooperate in their implementation. Should the Contractor become aware of any actual or alleged breaches or gaps or become aware of any other risks relevant to the Client, it shall immediately report such breaches or gaps to the responsible information security office designated by the Company (by email to (3) incidents@mgm-tp.com) or, insofar as such an office is not designated or not known, alternatively to the Managing Director. The above-mentioned notifications or reports are typically submitted using the technical systems provided for this purpose (e.g. by ticket system, telephone, email).
§ 9 Data protection
(1) The Contractor and Client shall maintain data secrecy in accordance with the General Data Protection Regulation (GDPR) and the relevant data protection laws. The Contractor is aware of the fundamental principles of the GDPR in accordance with Section 5 GDPR, such as data economy, purpose limitation, proportionality and the protection of special personal data, and in particular that it is prohibited to store, process, disclose, make accessible or otherwise use personal data without authorization for any purpose other than the respective lawful performance of the task. The Contractor is also aware that any processing of personal data is prohibited, unless there is an authorization in accordance with Section 6 GDPR.
(2) The Contractor is also aware of the provisions on criminal liability for breaches of the obligation to maintain data secrecy and data protection.
(3) The Client's Data Protection Policy relevant for contractors, among others, is available at (3) "Data Protection Policy for mgm's Business Partners" https://www.mgm-tp.com/datenschutzerklaerung/. All inquiries to the office responsible for data protection can be sent by email to (3) datenschutz@mgm-tp.com or, in cases of urgency, to (3) incidents@mgm-tp.com or in writing to the Client.
(4) Insofar as the Contractor's service involves activities that are considered to be processing on behalf of the Client in accordance with the GDPR, the Contractor shall conclude a corresponding agreement with the Client in accordance with Section 28 GDPR or shall join such an agreement that may exist between the Client and the customer. In the event of commissioned processing, the Contractor shall forward all data protection inquiries it receives to the Client without delay and exclusively act on the Client's instructions in this matter, unless there is imminent danger.
§ 10 Compliance and Code of Conduct
(1) The Contractor confirms that it recognizes the Client's Code of Conduct for Suppliers and Partners (CoC) in its currently valid version.
(2) The Client's CoC is available at https://www.mgm-tp.com/coc.html.
(3) The Contractor further agrees that it will respect and act in accordance with the principles of the CoC and that it has directives, procedures and programs in place to ensure compliance with the principles of the CoC and applicable national legislation.
(4) The Client is entitled, but not obliged, to carry out an inspection or have an inspection carried out at the Contractor and, if applicable, at companies affiliated with the Contractor, solely for the purpose of verifying compliance with the CoC, including the procedures for monitoring compliance with these principles in connection with the performance of this Agreement (the "Purpose"). Such an inspection shall take place during normal business hours and only at the Contractor's offices or premises and any affiliated companies involved in the fulfilment of this Agreement. For this purpose, the Client is entitled, among other things, to visit sites, review management systems and interview employees and managers of the Contractor. The inspections may be carried out by the Client or by a reputable third-party auditing company. The Contractor agrees to cooperate to the extent possible and appropriate to facilitate the inspection and to undertake its utmost efforts to ensure that its affiliate companies, if any, undertake the same. The inspection rights do not include access to confidential or protected information.
(5) The Client shall have the right to terminate the Agreement without notice if the Contractor and/or its affiliate companies, subsidiaries or premises involved in the fulfilment of this Agreement are proven to be committing or have committed a breach of the CoC with a severity such that it is unreasonable to continue the Agreement through to the end of its term and insofar as a remedy is possible, if the Contractor and/or its affiliate companies fail to remedy the non-compliance within a reasonable period of time after written notice.
(6) For purposes of this clause, the term "affiliate companies" with respect to Contractor means, any entity which, directly or indirectly,
(i) is controlled by the Contractor.
(ii) insofar as the Contractor is a corporation, it owns or controls that company.
(iii) is under the same ownership or control as the Contractor.
§ 6 Ownership, copyrights, rights of use, open source software
(1) All rights to the work results achieved by the Contractor on the basis of the order shall exclusively belong to the Client. In particular, the codes (object and source codes) and their related documents shall be the property of the Client upon their creation and at each stage of their development thereafter. The Contractor shall hold the documents in safekeeping for the Client up to the time they are handed over.
(2) The Contractor shall grant the Client an exclusive and unrestricted right of use to the work results that have been and will be created within the scope of the order, whether they are known or unknown, now or in the future. This also includes the right to edit, modify, reproduce, publish and utilize the work results. The Client is further entitled to transfer these rights in whole or in part to third parties or to grant third-party rights of use of any kind to them without separate consent in each individual case.
(3) The Contractor waives the right to be named as the author of the work results.
(4) If the work results arising from the activity for the Client are the subject or part of an invention, the Contractor hereby assigns all rights to and from the invention or the part of the invention to the Client.
(5) The Contractor guarantees that, by means of appropriate contractual agreements with its employees and subcontractors, the assignment and granting of rights in accordance with the above Paragraphs 1 to 4 will neither conflict with, nor be restricted or prevented by such rights. At the request of the Client, the Contractor shall be obliged to provide evidence of the conclusion of such contracts with the employees and subcontractors involved in the project.
(6) The Contractor shall provide the Client with all tangible or intangible information stored electronically or on other storage modules necessary for the comprehensive exercise of the rights granted under Paragraphs 1 to 4 of this provision immediately upon completion of its service.
(7) All claims of the Client against the Contractor, its employees and subcontractors regarding the granting of rights shall remain valid even after completion of the service provision.
(8) The granting of rights (Para. 1 to 4) and the provision of the information (Para. 6) are compensated by the agreed remuneration.
(9) The Contractor shall obtain the Client's consent before using open source software. The Contractor shall procure any other licenses required at its own expense, insofar as not otherwise agreed in the order or contract.
§ 7 Confidentiality, non-disclosure agreement
(1) The Contractor shall treat all knowledge of confidential information and trade secrets of the Client, as well as of the respective customer or business partner of the Client, obtained within the scope of fulfilling the order as confidential for an unlimited period of time and to exclusively use it for the performance of the respective order. The Contractor shall at no time, neither during the initiation of, nor during or after its cooperation with the Client, without the prior consent of the Client in text form at minimum, use in any way, directly or indirectly, confidential information of any kind relating to matters belonging to or concerning the Client's company, or information of the Client's business partners that the Client has undertaken to keep confidential, or make it accessible or disclose it to third parties in any way. This shall particularly apply without limitation to business secrets, procedures, formulas, computer programs, computer software, source and object programs, data, know-how, inventories, techniques, product plans, strategies, calculations, forecasts, customer lists, supplier lists and related data, as well as credit information regarding the Client or its customers, etc. This confidentiality obligation shall not apply insofar as the contractual partner can prove that the confidential information was already lawfully known to the third party concerned at the time of disclosure, or that it is generally known information or that the contractor is legally obliged to provide information to a court or an authority.
(2) All equipment, documents, notes, reports, files, samples, books, correspondence, lists, other written or graphic records etc. relating to or in connection with the Client and which have been prepared, used, designed or observed by the Contractor, or which are under its control or in its possession shall be and remain the sole property of the Client and shall be returned to it immediately in the event of termination of the cooperation for any reason whatsoever.
(3) The knowledge and data obtained during or via the project shall be exclusively used to achieve the project goals; data shall remain on the Client's systems insofar as not otherwise agreed in text form at minimum.
(4) After completion of the service provision, the Contractor shall immediately return to the Client all documents it has created within the scope of the order and all documents received. Even when an agreement has been made in accordance with Paragraph (3) above, all data related to the Contractor's activities for the order shall be completely removed from the Contractor's systems after the end of the order insofar as data carriers are not already handed over to the Client. Data security measures are permissible if it is ensured that unauthorized third parties are not able to gain access to the data. Deviating provisions must be made in writing. Upon request, the Contractor shall confirm the complete surrender of all materials to the Client and the deletion of all data. Subject to any statutory retention periods, the Contractor shall have no right of retention to these.
§ 8 Information security
(1) The Client has set up an information security system and defined specific technical and organizational measures and directives to maintain an appropriate level of security with regard to information security and data protection, as well as to minimize other risks for the company. Because these can change as a result of new technologies and knowledge, measures and further specifications are placed on file on the Client's intranet.
(2) The Client shall inform the Contractor of any significant innovations and changes.
(3) The Contractor shall comply with the relevant measures and directives or cooperate in their implementation. Should the Contractor become aware of any actual or alleged breaches or gaps or become aware of any other risks relevant to the Client, it shall immediately report such breaches or gaps to the responsible information security office designated by the Company (by email to (3) incidents@mgm-tp.com) or, insofar as such an office is not designated or not known, alternatively to the Managing Director. The above-mentioned notifications or reports are typically submitted using the technical systems provided for this purpose (e.g. by ticket system, telephone, email).
§ 9 Data protection
(1) The Contractor and Client shall maintain data secrecy in accordance with the General Data Protection Regulation (GDPR) and the relevant data protection laws. The Contractor is aware of the fundamental principles of the GDPR in accordance with Section 5 GDPR, such as data economy, purpose limitation, proportionality and the protection of special personal data, and in particular that it is prohibited to store, process, disclose, make accessible or otherwise use personal data without authorization for any purpose other than the respective lawful performance of the task. The Contractor is also aware that any processing of personal data is prohibited, unless there is an authorization in accordance with Section 6 GDPR.
(2) The Contractor is also aware of the provisions on criminal liability for breaches of the obligation to maintain data secrecy and data protection.
(3) The Client's Data Protection Policy relevant for contractors, among others, is available at (3) "Data Protection Policy for mgm's Business Partners" https://www.mgm-tp.com/datenschutzerklaerung/. All inquiries to the office responsible for data protection can be sent by email to (3) datenschutz@mgm-tp.com or, in cases of urgency, to (3) incidents@mgm-tp.com or in writing to the Client.
(4) Insofar as the Contractor's service involves activities that are considered to be processing on behalf of the Client in accordance with the GDPR, the Contractor shall conclude a corresponding agreement with the Client in accordance with Section 28 GDPR or shall join such an agreement that may exist between the Client and the customer. In the event of commissioned processing, the Contractor shall forward all data protection inquiries it receives to the Client without delay and exclusively act on the Client's instructions in this matter, unless there is imminent danger.
§ 10 Compliance and Code of Conduct
(1) The Contractor confirms that it recognizes the Client's Code of Conduct for Suppliers and Partners (CoC) in its currently valid version.
(2) The Client's CoC is available at https://www.mgm-tp.com/coc.html.
(3) The Contractor further agrees that it will respect and act in accordance with the principles of the CoC and that it has directives, procedures and programs in place to ensure compliance with the principles of the CoC and applicable national legislation.
(4) The Client is entitled, but not obliged, to carry out an inspection or have an inspection carried out at the Contractor and, if applicable, at companies affiliated with the Contractor, solely for the purpose of verifying compliance with the CoC, including the procedures for monitoring compliance with these principles in connection with the performance of this Agreement (the "Purpose"). Such an inspection shall take place during normal business hours and only at the Contractor's offices or premises and any affiliated companies involved in the fulfilment of this Agreement. For this purpose, the Client is entitled, among other things, to visit sites, review management systems and interview employees and managers of the Contractor. The inspections may be carried out by the Client or by a reputable third-party auditing company. The Contractor agrees to cooperate to the extent possible and appropriate to facilitate the inspection and to undertake its utmost efforts to ensure that its affiliate companies, if any, undertake the same. The inspection rights do not include access to confidential or protected information.
(5) The Client shall have the right to terminate the Agreement without notice if the Contractor and/or its affiliate companies, subsidiaries or premises involved in the fulfilment of this Agreement are proven to be committing or have committed a breach of the CoC with a severity such that it is unreasonable to continue the Agreement through to the end of its term and insofar as a remedy is possible, if the Contractor and/or its affiliate companies fail to remedy the non-compliance within a reasonable period of time after written notice.
(6) For purposes of this clause, the term "affiliate companies" with respect to Contractor means, any entity which, directly or indirectly,
(i) is controlled by the Contractor.
(ii) insofar as the Contractor is a corporation, it owns or controls that company.
(iii) is under the same ownership or control as the Contractor.
§ 11 Acceptance
(1) Insofar as the services agreed within the scope of the order involve work services, the work is subject to acceptance after completion. Applicable in this case:
1. The Contractor shall notify the Client of the completion of services in text form at minimum and hand over the work result.
2. The declaration of acceptance shall always be made in writing. It cannot be replaced by conclusive conduct on the part of the Client such as payments made or use of the service provided by the Contractor.
3. Insofar as the Client informs the Contractor of the provisions of the existing agreement with the respective customer regarding acceptance, the agreements described therein shall also apply between the Client and the Contractor in deviation from Clause 2 above.
§ 12 Warranty and third-party rights
(1) Insofar as the services agreed in an order are work services, the warranty period shall be 12 months. The statutory provisions shall apply to the warranty in all other respects.
(2) Insofar as the acceptance of the service result by the Client does not occur at the same time as the acceptance by the Client's respective customer, the warranty shall be extended to a point in time that is 12 months after acceptance of the service result by the Client's customer, but no longer than 36 months after acceptance by the Client.
(3) The Contractor warrants that the services to be provided by it are free from third-party rights and that they are exclusively provided for the Client. The Contractor shall not use copyrighted works of third parties, either directly or in edited form, in the performance of its tasks.
(4) The Contractor shall indemnify the Client and its respective customers against any third-party claims arising from a breach of this obligation. The Client and the Contractor shall immediately inform each other of any claims asserted by third parties arising from the infringement of their rights. In addition, the Contractor shall provide the Client and its customers with such a replacement for the work results that infringed the rights, or modify them in such a way that they no longer infringe the rights of third parties, or procure for the Client the right to continue using the work results in the form that gave rise to objections by third parties.
§ 13 Change procedure
(1) Insofar as the services agreed in an order are work services, the following shall apply: The Client may request changes at any time during the period in which the Contractor has not yet provided the service result in full. The Contractor must take the changes into account unless this is unreasonable within the scope of its operational capacity.
(2) Insofar as the execution of the change has an effect on the ordered service structure (including minimum and maximum amount of remuneration, deadlines and acceptance modalities), the parties shall immediately make an adjustment to the order in text form at minimum. Insignificant effects are not taken into account. Insofar as an audit of the change request represents a considerable effort, the parties shall, at the request of the Contractor, conclude a separate audit assignment that regulates the remuneration and the completion deadline of the audit results, including their effects on the contractual service structure.
(3) The Client may request that the Contractor suspend the work or partial work on the service result until a decision has been made regarding the execution of the changes. In this case, the parties shall negotiate an appropriate adjustment of the agreed deadlines and periods for the provision of the service result.
(4) If, within 10 days of receipt of the change request, the Contractor does not explain in text form at minimum to what extent it is unreasonable to carry out the changes, nor does it request the issue of an audit assignment, nor does it assert the adjustments to the contractual provisions that it considers necessary, it shall carry out the changed service within the framework of the existing provisions.
(5) If an adjustment to the agreements is not made within four weeks after the Client has asserted the need for an adjustment, the work shall be continued without taking the change request into account in the event that the Client does not cancel the order.
§ 14 Customer protection
(1) For a period of six months after the provision of services in accordance with the deadlines agreed in the order or from the date of effectiveness of a premature termination or cancellation of the order, the Contractor shall
(i) not accept any orders from the Client's customers for whom the Contractor has worked for the Client within the scope of its fulfilment of the order; neither in an independent capacity, nor as a partner or employee of another company. The customer shall be named in the order; if parts of the company or departments are named there, customer protection shall be limited to these areas of the customer.
(ii) not cooperate with any other company that provides services for a customer of the Client within the framework a follow-up order for which the Contractor has worked for the Client within the scope of its fulfilment of the order.
(iii) not actively solicit any employee or other contractor of the Client or the Customer or to not cooperate with a company that actively solicits such employees.
(iv) not participate directly or indirectly in such a company.
(2) For each case of infringement of Para. 1 (i), (ii), the Contractor shall be obliged to pay to the Client an amount equal to 15% of the income received by the Contractor from the impermissibly accepted order. For each case of infringement of Para. 1 (iii), (iv), the Contractor shall pay a contractual penalty of €20,000.00 to the Client. The assertion of a further claim for damages remains reserved, whereby the contractual penalty is to be offset against such a claim for damages.
(3) Any infringement of the above provisions prior to completion of the provision of services in accordance with the deadlines agreed in the order shall constitute grounds for immediate termination or cancellation of the order.
§ 15 Liability
(1) The Contractor shall be liable in accordance with the legal provisions. At the request of the Client, the Contractor shall provide evidence of the existence of the appropriate insurance.
§ 16 Compliance with all legal regulations, including export control regulations
(1) The Contractor shall assure the Client that it will comply with all social security law and tax obligations for the employees it deploys.
(2) The Contractor assures the Client that it will comply with the regulations of the German Minimum Wage Act (MiLoG) for the employees it deploys as workers and for claims to minimum pay in accordance with a minimum wage ordinance under the German Posted Workers Act (AEntG).
(3) Insofar as the Client is held liable for a breach by the Contractor of the regulations of the MiLoG or the AEntG by its employees, the Contractor shall indemnify the Client against any financial loss incurred in this respect.
(4) The Contractor shall comply with all applicable international sanctions, embargoes and export control laws and regulations, including, but not limited to, sanctions imposed by the United Nations and the European Union. A party will not engage, directly or indirectly, in transactions with any person, entity or country on any of these sanctions lists.
(5) The Contractor is obliged to regularly check all parties involved in the fulfilment of the Agreement against the most recent and updated international sanctions lists. If the Contractor discovers at any time during the term of this Agreement that it is in breach of international sanctions or embargoes, it shall immediately notify mgm in writing and take immediate and appropriate action to remedy the situation.
§ 17 Cancellation and termination
(1) The Contractor is aware that the respective order depends on the existence of an agreement between the Client and its customers. For this reason, the Contractor shall grant the Client the right to cancel the respective order with a notice period of 7 days insofar as no effective contractual relationship is established between the Client and its customer regarding the underlying project or to terminate the order with a notice period of 1 week if an ongoing project is cancelled – for any reason whatsoever.
(2) Otherwise, the Client is entitled to cancel the respective order with a notice period of 2 weeks without providing reasons. The order may be cancelled at any time before the start of the service provision.
(3) In the event of termination, the Contractor shall be entitled to a remuneration claim for the services rendered up to that point. In the event of cancellation before the start of the service provision, the Contractor shall have no claim to remuneration. There shall be no claim to compensation for loss of profit in the event of termination or cancellation.
(4) The Contractor is obliged to provide its services properly until the termination takes effect and to hand over and document the services provided.
(5) Any termination, regardless of the legal grounds, must be made in writing.
(6) The obligation to maintain confidentiality, information security and data protection shall continue to apply after the end of the Agreement term.
(7) The Contractor shall also impose the obligations pursuant to §§ 7-9 upon its employees and the subcontractors engaged by it.
(8) The Contractor is aware that non-compliance or a breach of its obligations with regard to confidentiality, data protection and information security constitutes a material breach of contract which may lead to termination or cancellation of the order without notice and give rise to damages.
§ 18 Formal requirements, applicable law, place of jurisdiction, place of fulfilment
(1) All changes and additions must be made in text form at minimum. Any modification of this provision must also be made in text form at minimum. Insofar as these Terms and Conditions provide for the transmission of declarations in text form, this shall always be understood to mean the transmission of a declaration by email, fax or letter.
(2) German law applies under exclusion of the UN Sales Convention.
(3) The place of jurisdiction is – to the extent permitted by law – Munich.
(4) The place of fulfilment is Munich, insofar as not otherwise agreed.
§ 11 Acceptance
(1) Insofar as the services agreed within the scope of the order involve work services, the work is subject to acceptance after completion. Applicable in this case:
1. The Contractor shall notify the Client of the completion of services in text form at minimum and hand over the work result.
2. The declaration of acceptance shall always be made in writing. It cannot be replaced by conclusive conduct on the part of the Client such as payments made or use of the service provided by the Contractor.
3. Insofar as the Client informs the Contractor of the provisions of the existing agreement with the respective customer regarding acceptance, the agreements described therein shall also apply between the Client and the Contractor in deviation from Clause 2 above.
§ 12 Warranty and third-party rights
(1) Insofar as the services agreed in an order are work services, the warranty period shall be 12 months. The statutory provisions shall apply to the warranty in all other respects.
(2) Insofar as the acceptance of the service result by the Client does not occur at the same time as the acceptance by the Client's respective customer, the warranty shall be extended to a point in time that is 12 months after acceptance of the service result by the Client's customer, but no longer than 36 months after acceptance by the Client.
(3) The Contractor warrants that the services to be provided by it are free from third-party rights and that they are exclusively provided for the Client. The Contractor shall not use copyrighted works of third parties, either directly or in edited form, in the performance of its tasks.
(4) The Contractor shall indemnify the Client and its respective customers against any third-party claims arising from a breach of this obligation. The Client and the Contractor shall immediately inform each other of any claims asserted by third parties arising from the infringement of their rights. In addition, the Contractor shall provide the Client and its customers with such a replacement for the work results that infringed the rights, or modify them in such a way that they no longer infringe the rights of third parties, or procure for the Client the right to continue using the work results in the form that gave rise to objections by third parties.
§ 13 Change procedure
(1) Insofar as the services agreed in an order are work services, the following shall apply: The Client may request changes at any time during the period in which the Contractor has not yet provided the service result in full. The Contractor must take the changes into account unless this is unreasonable within the scope of its operational capacity.
(2) Insofar as the execution of the change has an effect on the ordered service structure (including minimum and maximum amount of remuneration, deadlines and acceptance modalities), the parties shall immediately make an adjustment to the order in text form at minimum. Insignificant effects are not taken into account. Insofar as an audit of the change request represents a considerable effort, the parties shall, at the request of the Contractor, conclude a separate audit assignment that regulates the remuneration and the completion deadline of the audit results, including their effects on the contractual service structure.
(3) The Client may request that the Contractor suspend the work or partial work on the service result until a decision has been made regarding the execution of the changes. In this case, the parties shall negotiate an appropriate adjustment of the agreed deadlines and periods for the provision of the service result.
(4) If, within 10 days of receipt of the change request, the Contractor does not explain in text form at minimum to what extent it is unreasonable to carry out the changes, nor does it request the issue of an audit assignment, nor does it assert the adjustments to the contractual provisions that it considers necessary, it shall carry out the changed service within the framework of the existing provisions.
(5) If an adjustment to the agreements is not made within four weeks after the Client has asserted the need for an adjustment, the work shall be continued without taking the change request into account in the event that the Client does not cancel the order.
§ 14 Customer protection
(1) For a period of six months after the provision of services in accordance with the deadlines agreed in the order or from the date of effectiveness of a premature termination or cancellation of the order, the Contractor shall
(i) not accept any orders from the Client's customers for whom the Contractor has worked for the Client within the scope of its fulfilment of the order; neither in an independent capacity, nor as a partner or employee of another company. The customer shall be named in the order; if parts of the company or departments are named there, customer protection shall be limited to these areas of the customer.
(ii) not cooperate with any other company that provides services for a customer of the Client within the framework a follow-up order for which the Contractor has worked for the Client within the scope of its fulfilment of the order.
(iii) not actively solicit any employee or other contractor of the Client or the Customer or to not cooperate with a company that actively solicits such employees.
(iv) not participate directly or indirectly in such a company.
(2) For each case of infringement of Para. 1 (i), (ii), the Contractor shall be obliged to pay to the Client an amount equal to 15% of the income received by the Contractor from the impermissibly accepted order. For each case of infringement of Para. 1 (iii), (iv), the Contractor shall pay a contractual penalty of €20,000.00 to the Client. The assertion of a further claim for damages remains reserved, whereby the contractual penalty is to be offset against such a claim for damages.
(3) Any infringement of the above provisions prior to completion of the provision of services in accordance with the deadlines agreed in the order shall constitute grounds for immediate termination or cancellation of the order.
§ 15 Liability
(1) The Contractor shall be liable in accordance with the legal provisions. At the request of the Client, the Contractor shall provide evidence of the existence of the appropriate insurance.
§ 16 Compliance with all legal regulations, including export control regulations
(1) The Contractor shall assure the Client that it will comply with all social security law and tax obligations for the employees it deploys.
(2) The Contractor assures the Client that it will comply with the regulations of the German Minimum Wage Act (MiLoG) for the employees it deploys as workers and for claims to minimum pay in accordance with a minimum wage ordinance under the German Posted Workers Act (AEntG).
(3) Insofar as the Client is held liable for a breach by the Contractor of the regulations of the MiLoG or the AEntG by its employees, the Contractor shall indemnify the Client against any financial loss incurred in this respect.
(4) The Contractor shall comply with all applicable international sanctions, embargoes and export control laws and regulations, including, but not limited to, sanctions imposed by the United Nations and the European Union. A party will not engage, directly or indirectly, in transactions with any person, entity or country on any of these sanctions lists.
(5) The Contractor is obliged to regularly check all parties involved in the fulfilment of the Agreement against the most recent and updated international sanctions lists. If the Contractor discovers at any time during the term of this Agreement that it is in breach of international sanctions or embargoes, it shall immediately notify mgm in writing and take immediate and appropriate action to remedy the situation.
§ 17 Cancellation and termination
(1) The Contractor is aware that the respective order depends on the existence of an agreement between the Client and its customers. For this reason, the Contractor shall grant the Client the right to cancel the respective order with a notice period of 7 days insofar as no effective contractual relationship is established between the Client and its customer regarding the underlying project or to terminate the order with a notice period of 1 week if an ongoing project is cancelled – for any reason whatsoever.
(2) Otherwise, the Client is entitled to cancel the respective order with a notice period of 2 weeks without providing reasons. The order may be cancelled at any time before the start of the service provision.
(3) In the event of termination, the Contractor shall be entitled to a remuneration claim for the services rendered up to that point. In the event of cancellation before the start of the service provision, the Contractor shall have no claim to remuneration. There shall be no claim to compensation for loss of profit in the event of termination or cancellation.
(4) The Contractor is obliged to provide its services properly until the termination takes effect and to hand over and document the services provided.
(5) Any termination, regardless of the legal grounds, must be made in writing.
(6) The obligation to maintain confidentiality, information security and data protection shall continue to apply after the end of the Agreement term.
(7) The Contractor shall also impose the obligations pursuant to §§ 7-9 upon its employees and the subcontractors engaged by it.
(8) The Contractor is aware that non-compliance or a breach of its obligations with regard to confidentiality, data protection and information security constitutes a material breach of contract which may lead to termination or cancellation of the order without notice and give rise to damages.
§ 18 Formal requirements, applicable law, place of jurisdiction, place of fulfilment
(1) All changes and additions must be made in text form at minimum. Any modification of this provision must also be made in text form at minimum. Insofar as these Terms and Conditions provide for the transmission of declarations in text form, this shall always be understood to mean the transmission of a declaration by email, fax or letter.
(2) German law applies under exclusion of the UN Sales Convention.
(3) The place of jurisdiction is – to the extent permitted by law – Munich.
(4) The place of fulfilment is Munich, insofar as not otherwise agreed.