General Terms and Conditions (GTC) of gh0stservice GmbH

Scope of application: These GTC apply to all contracts between gh0stservice GmbH ("Provider") and its customers regarding services in the business areas gh0stconsulting and gh0stcloud.

The Provider concludes contracts both with consumers (§ 13 BGB) and with entrepreneurs (§ 14 BGB) and legal entities under public law. Some clauses in these GTC apply to only one of those groups. Where that is the case, it is stated explicitly.

A consumer is a natural person who enters into the contract for purposes that are predominantly outside their trade, business, or profession.

1. Scope and precedence

1. These GTC apply exclusively.
2. Entrepreneurs only: Deviating, conflicting, or supplementary terms of the customer become part of the contract only if their applicability is expressly agreed in text form.
3. Individual agreements (in particular service descriptions, offers, SLAs) take precedence over these GTC.
4. Nothing in these GTC limits the statutory rights of consumers.

2. Definitions

• gh0stconsulting: Consulting, planning, and implementation services for IT infrastructure, DevOps/CI-CD, cloud-native architectures, and security solutions.
• gh0stcloud: Operation of application environments, storage and backup services, and container or platform services based on open-source software.
• Services: One-time and recurring services, training, hardware deliveries, and technical documentation.
• Credit balance: A balance in euros held on the customer's account that is settled exclusively against the Provider's own services (see clause 7).
• Promotional credit: A credit balance granted by the Provider free of charge.
• Text form: Declarations by email or comparable electronic communication.

3. Conclusion of contract

1. The presentation of services in the portal is an invitation to submit an offer.
2. By submitting the registration or order form, the customer makes a binding offer. The contract is concluded when the Provider confirms it or begins performing the service.
3. Consumers only: Before a paid order is placed, the essential details are shown directly above the button. The button is labelled "order with obligation to pay".
4. The contract text is stored and sent to the customer by email.
5. The contract is concluded in German or English.

4. Scope of services and performance

1. The scope of services follows from the respective offer, the service description, and any agreed SLA.
2. gh0stconsulting: includes assessment, planning, implementation, and advice. A specific result is owed only where expressly agreed.
3. gh0stcloud: includes operation, maintenance, monitoring, and updates of the agreed platform services. Availability and response times follow from the SLA.
4. The Provider may use qualified subcontractors to perform the services.

5. Customer's duties to cooperate

1. The customer provides all necessary information, access, and resources in good time.
2. A named contact is available for questions and acceptance.
3. Delays caused by missing cooperation extend deadlines appropriately. Additional effort may be charged separately.

6. Prices and payment terms

1. Remuneration follows from the offer or the price list.
2. All prices stated in the portal and in the price list include statutory VAT. This applies equally to consumers and to entrepreneurs. Invoices show the net amount and VAT separately.
3. Invoices are due without deduction within 14 days of the invoice date.
4. Credit top-ups are invoiced immediately by an advance-payment invoice showing VAT (§ 14 (5) UStG). Later invoices for services actually provided deduct the advance payment already invoiced and the VAT on it (§ 14 (5) sentence 2 UStG). See clause 7.
5. Entrepreneurs only: In the event of late payment, default interest of 9 percentage points above the base rate applies (§ 288 (2) BGB), plus a flat late-payment charge of EUR 40 (§ 288 (5) BGB).
6. For consumers, the statutory default rules apply (§ 288 (1) BGB).
7. Entrepreneurs only: The customer may set off or withhold only on the basis of undisputed or legally established claims. For consumers, the statutory rules apply.

7. Credit balance

1. What the balance is. The customer may top up their account with credit in euros. The balance is an advance payment towards future services of the Provider. It is not e-money, not a payment instrument within the meaning of the ZAG, and not a deposit. Within the portal it is settled exclusively against services of the Provider.
2. Use. Credit is settled exclusively against the Provider's invoices for its own services. It is not transferable to third parties, not tradable, and cannot be used as a means of payment towards third parties.
3. Automatic settlement. The customer authorises the Provider to settle due invoices against any available credit. If the balance does not cover the invoice, the remainder is shown as an open amount; the customer can pay it directly or cover it by topping up. The Provider notifies the customer of every settlement.
4. Promotional credit. Credit granted free of charge is a price reduction on future services. It is not paid out, not refunded, and expires at the end of the validity period stated when it was granted. The Provider shows the validity period in the portal and sends a reminder before it ends.
5. Paid credit does not expire. Credit the customer has paid for is not subject to any expiry period. The statutory limitation periods apply.
6. Order of settlement. Credit that expires soonest is used first, then promotional credit, then paid credit.
7. Invoice for a top-up. The customer receives an advance-payment invoice showing VAT for every top-up, without undue delay. Where credit is later settled against an invoice for services actually provided, that invoice shows the advance payment applied including the VAT on it. VAT is therefore not charged twice.
8. Limits. The Provider may set a minimum and maximum amount per top-up and a maximum total balance. The applicable amounts are shown in the portal.
9. Refund. Unused paid credit is refunded on request when the contract ends. Refunds are made exclusively to the payment method used to top up. Credit already used is not refunded, because it paid for services actually provided. The customer receives a correction document for the refunded amount, correcting the original advance-payment invoice.
10. Right of withdrawal. Consumers may withdraw from a top-up in accordance with the withdrawal instruction. The part of the top-up not yet used at the time of withdrawal is refunded.
11. Insolvency. A credit balance is a claim against gh0stservice GmbH. It is not held separately and not secured. In the event of insolvency it ranks as an ordinary insolvency claim.

8. Term and termination

1. gh0stcloud for entrepreneurs: Minimum term of 3 months, then terminable at any time with 14 days' notice to the end of the month, unless otherwise agreed.
2. gh0stcloud for consumers: The contract runs for an indefinite period and may be terminated at any time with one month's notice.
3. gh0stconsulting: ends when the agreed services have been provided, unless otherwise agreed.
4. Termination online. Consumers can terminate the contract at any time using the "Terminate contracts here" button (§ 312k BGB). No sign-in is required.
5. The right to terminate for good cause without notice remains unaffected.
6. After the contract ends, customer data is deleted once the retention period shown in the portal has elapsed. Invoices and accounting records are retained for the statutory retention periods.

9. Rights of use and work results

1. The customer receives a simple, non-transferable right to use work results (e.g. documentation, concepts) to the extent required for the contractual use.
2. Open-source components are subject to the respective licence terms of their rights holders.

10. Warranty

1. For services, the Provider owes the careful performance of the agreed service.
2. Defects will be remedied within a reasonable period.
3. For consumers, the statutory rights in respect of defects apply without restriction.

11. Liability

1. The Provider is liable without limitation for intent and gross negligence, and for damage arising from injury to life, body, or health.
2. In the case of simple negligence, the Provider is liable only for breach of material contractual obligations, limited to the foreseeable damage typical for this type of contract.
3. Liability for data loss is limited to the typical recovery effort that would have arisen had the customer maintained proper backups.
4. Any further liability, in particular for indirect damage and lost profit, is excluded to the extent permitted by law.
5. Liability under the German Product Liability Act and in the case of an assumed guarantee remains unaffected.

12. Data protection and processing on behalf

1. The Provider processes personal data in accordance with the GDPR and applicable data protection law.
2. Where the Provider processes personal data on behalf of the customer, an agreement on processing under Art. 28 GDPR is concluded.
3. Invoices and accounting records are subject to statutory retention obligations. A deletion request does not override those obligations (Art. 17 (3) (b) GDPR); processing is restricted until the period expires.

13. Confidentiality

1. Both parties undertake to keep confidential information secret.
2. Confidential information may be passed on only to employees or subcontractors bound by corresponding obligations.

14. Dispute resolution

1. The European Commission provides a platform for online dispute resolution: https://ec.europa.eu/consumers/odr
2. The Provider is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.

15. Final provisions

1. Should individual provisions of these GTC be invalid, the validity of the remaining provisions remains unaffected. The statutory provision takes the place of the invalid provision.
2. The law of the Federal Republic of Germany applies. For consumers, this applies only to the extent that it does not deprive them of the protection of mandatory provisions of the state of their habitual residence.
3. Entrepreneurs and legal entities under public law only: The place of jurisdiction and performance is Cologne.