Terms of Service

1. Scope and General Provisions

1.1 These General Terms and Conditions ("Terms") apply to all contracts, service agreements, and business relationships between RSG Network GmbH, Anckelmannsplatz 1, 20537 Hamburg, Germany ("We Sugarcode", "we", "us", "our") and our clients ("Client", "you").

1.2 These Terms apply exclusively to business-to-business (B2B) relationships. We provide services exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code). These Terms do not apply to transactions with consumers (§ 13 BGB).

1.3 Any deviating, conflicting, or supplementary general terms and conditions of the Client shall only become part of the contract if and to the extent that we have explicitly agreed to their application in writing. This requirement of consent applies in all cases, including where we perform services without reservation while being aware of the Client's conflicting terms.

1.4 Individual agreements made with the Client in specific cases (including collateral agreements, supplements, and amendments) shall always take precedence over these Terms. A written contract or our written confirmation shall be authoritative for the content of such individual agreements.

2. Scope of Services

2.1 RSG Network GmbH provides professional IT consulting and digital services including, but not limited to:

• Data analytics, business intelligence, and data engineering
• Artificial intelligence and machine learning solutions
• Digital transformation strategy and implementation
• Cloud architecture, migration, and managed cloud services
• Business Process Outsourcing (BPO)
• IT training and professional development (Sugarcademy)

2.2 The precise scope of services is defined in the individual project agreement, statement of work (SoW), or service contract agreed between the parties. The services described therein are authoritative.

2.3 We reserve the right to engage qualified subcontractors for the performance of services. We remain responsible to the Client for the proper performance of the services, irrespective of any subcontractor engagement.

2.4 Changes to the agreed scope of services require mutual written agreement. We will provide an estimate of any additional costs or timeline impacts resulting from scope changes before proceeding.

3. Contract Formation

3.1 Our offers and project proposals are non-binding unless expressly stated otherwise in writing. A binding contract is formed only when the Client accepts our written offer in writing, or both parties sign a project agreement or statement of work.

3.2 Where services are provided based on a framework agreement, individual project orders placed by the Client under that framework shall constitute binding purchase orders upon our written confirmation.

3.3 If any term in our offer or proposal is found to be invalid, this shall not affect the validity of the remaining terms. In such cases, the invalid provision shall be replaced by a valid provision that most closely reflects the economic intent of the original.

4. Obligations of the Client

4.1 The Client shall provide all information, access, materials, and cooperation reasonably required for us to perform the agreed services. This includes, without limitation, timely access to relevant systems, data, personnel, and documentation.

4.2 The Client shall designate a named contact person with authority to make project-related decisions in a timely manner.

4.3 The Client warrants that it holds all necessary rights and licences to any data, systems, or materials provided to us for use in the performance of services, and that our use of such materials in accordance with the project scope does not infringe any third-party rights.

4.4 Delays or additional costs caused by the Client's failure to fulfil its obligations under this Section shall be borne by the Client. We shall notify the Client promptly of any such situation.

5. Fees and Payment Terms

5.1 Our fees are as stated in the individual project agreement or proposal. Unless otherwise agreed, all prices are stated in Euros and are exclusive of applicable VAT (Umsatzsteuer/Mehrwertsteuer).

5.2 For time-and-materials engagements, we will invoice based on actual hours worked multiplied by the agreed daily or hourly rates. We will provide reasonable time records upon request.

5.3 For fixed-price projects, payment milestones will be defined in the project agreement. Unless otherwise agreed, a deposit of 30% of the total project fee is due upon contract signature.

5.4 Invoices are payable within 30 days of the invoice date without deduction, unless otherwise agreed in writing. In the event of late payment, we reserve the right to charge statutory default interest pursuant to § 288(2) BGB (currently 9 percentage points above the base interest rate) and to suspend services until overdue amounts are settled.

5.5 The Client may only offset claims against our invoices or assert a right of retention if the Client's counterclaim is undisputed, legally established, or ready for a decision.

6. Intellectual Property

6.1 Pre-existing IP: Each party retains all rights, title, and interest in and to its pre-existing intellectual property. Nothing in these Terms shall be construed as a transfer of any pre-existing IP.

6.2 Work Product: Unless otherwise agreed in writing, deliverables and work product created specifically for the Client as part of the project shall, upon full and final payment of all fees, be assigned to the Client. We retain the right to use methodologies, frameworks, tools, know-how, and general technical knowledge acquired during the engagement for future projects.

6.3 Our Tools and Frameworks: Any proprietary tools, libraries, platforms, templates, or frameworks developed by RSG Network GmbH and used in delivering services remain our exclusive property. Where such tools are used, we grant the Client a non-exclusive, non-transferable licence to use such elements solely as incorporated into the project deliverables.

6.4 Open Source: Where our deliverables incorporate third-party open-source software, we will identify the relevant components and licences. The Client shall comply with the applicable open-source licence terms.

7. Confidentiality

7.1 Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the project ("Confidential Information"), and to use such information solely for the purposes of the engagement.

7.2 Confidential Information shall not include information that: (a) is or becomes publicly available through no breach of this clause; (b) was independently developed by the receiving party without use of the Confidential Information; (c) was already known to the receiving party prior to disclosure; or (d) is required to be disclosed by law or regulatory authority, provided the disclosing party is given prompt notice.

7.3 Confidentiality obligations survive the termination of the contract for a period of five (5) years.

7.4 Where a separate Non-Disclosure Agreement (NDA) has been signed by the parties, the terms of that NDA shall apply in addition to, and where more protective than, this clause.

8. Warranties and Acceptance

8.1 We warrant that services will be performed with reasonable skill and care by qualified personnel, and that deliverables will materially conform to the agreed specifications.

8.2 Upon delivery of a project milestone or final deliverable, the Client has 14 calendar days to review and either accept the deliverable or provide written notice of material defects. If no notice is given within this period, the deliverable shall be deemed accepted.

8.3 In the case of legitimate defects reported within the acceptance period, we will remedy such defects within a reasonable timeframe at no additional cost. If we fail to remedy defects after two attempts, the Client may, at its discretion, reduce the fee or withdraw from the contract with respect to the affected deliverable.

8.4 Warranty claims for consulting services and non-deliverable work products are excluded to the extent permitted by law, as such services constitute best-efforts obligations rather than guaranteed outcomes.

9. Liability

9.1 We are fully liable for damages caused by wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit), for injury to life, body, or health, and for claims under the German Product Liability Act (Produkthaftungsgesetz).

9.2 For damages caused by ordinary negligence (einfache Fahrlässigkeit), our liability is limited to foreseeable, typical damages arising from the breach of a material contractual obligation (Kardinalpflicht). Our aggregate liability for such claims under any single contract shall not exceed the total fees paid by the Client under that contract in the twelve (12) months preceding the event giving rise to the claim.

9.3 We are not liable for indirect damages, loss of profit, loss of data, business interruption, or other consequential damages, except in cases of wilful misconduct or gross negligence.

9.4 We accept no liability for project outcomes that are influenced by the Client's failure to provide timely, accurate, or complete information, data, or cooperation.

9.5 The limitation period for claims against us is one (1) year from the statutory commencement of the limitation period, except in cases of wilful misconduct, fraud, or personal injury claims, which are subject to the statutory limitation periods.

10. Data Protection

10.1 Each party shall comply with applicable data protection legislation, including the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

10.2 Where we process personal data on behalf of the Client in the course of providing services, the parties shall enter into a Data Processing Agreement (DPA) as required under Art. 28 GDPR.

10.3 Our collection and use of personal data in connection with this website and general business operations is governed by our Privacy Policy.

11. Term and Termination

11.1 Project-based engagements commence on the agreed start date and conclude upon delivery and acceptance of the final deliverable, or at the end of the agreed project period.

11.2 Ongoing retainer or managed service agreements may be terminated by either party with three (3) months' written notice to the end of a calendar month, unless otherwise specified in the individual agreement.

11.3 Either party may terminate the contract for cause (außerordentliche Kündigung) with immediate effect if the other party commits a material breach and fails to remedy such breach within 30 days of receiving written notice specifying the breach.

11.4 Upon termination, the Client shall pay for all services delivered up to the effective date of termination. Any advance payments for services not yet rendered shall be refunded on a pro-rata basis.

12. Governing Law and Jurisdiction

12.1 These Terms and all contracts entered into under them shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and German conflict-of-law rules.

12.2 The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms and any contracts concluded hereunder shall be Hamburg, Germany, provided the Client is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law.

12.3 We also reserve the right to bring legal proceedings at the Client's registered place of business.

13. Miscellaneous

13.1 Amendments: We reserve the right to amend these Terms with reasonable notice. Changes will be communicated via our website. Continued use of our services after the effective date of amendments constitutes acceptance of the updated Terms.

13.2 Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a provision that most closely achieves the economic intent of the original.

13.3 Entire Agreement: These Terms, together with any signed project agreement, statement of work, or other written agreement, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior negotiations, representations, or agreements.

13.4 Waiver: Failure to enforce any provision of these Terms shall not constitute a waiver of the right to enforce such provision in the future.

13.5 Written Form: All notices, amendments, and legally significant declarations under these Terms must be made in writing (including email) to be effective.