‍All agreements and offers are based on the following general terms and conditions; they are recognized by placing an order or accepting the service. Deviating conditions of the contractual partner that are not expressly recognized in writing are deemed to be non-binding, even if they have not been expressly contradicted. Deviations, additions and special assurances must be in writing to be effective.

‍Offers , Individual contracts
‍All offers from MDS are subject to change unless expressly stated otherwise in the offer. Contracts and other agreements only become binding upon written confirmation from MDS, but at the latest upon acceptance of the service by the client. If offer documents contain gaps or ambiguities, MDS is entitled to specify these appropriately at its reasonable discretion. If additional costs arise due to gaps in the documents provided by the client, MDS is entitled to invoice the resulting additional costs at the agreed rates. This also applies to additional work that is due to contradictory or incorrect information provided by the client, his employees or his other vicarious agents.

MDS reserves the right to accept or reject requests for changes or additions to the existing contract from the client. If MDS implements requests for changes, the agreed execution and acceptance deadlines become invalid if they are not confirmed or re-determined by MDS.

MDS will continue the work on the basis of the concluded contract until written agreement has been reached on any changes/additions.
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Prerequisite for order processing

The provision of the agreed services by MDS requires close cooperation between the contracting parties and the cooperation of the client. In particular, the client must provide the premises, technical environments, informants and documents required for the services to be provided by MDS at no cost to MDS. In addition, the client will make decisions regarding project implementation and project content that are incumbent on him without delay and inform MDS of them, and will immediately review any proposed changes from MDS.

The client acknowledges that fulfilling his duty to cooperate is a fundamental prerequisite for the provision of services by MDS and an essential service obligation of the client.To fulfill his duty to cooperate, the client employs sufficiently qualified employees. The client’s employees will in particular inform MDS, without being asked, of industry-typical or company-specific requirements and procedures, unless these are listed in the offer documents. The client must provide all technical or other documents and information that are necessary for MDS to provide the service, even without being asked to do so, if necessary in the form specified by MDS.The client will keep MDS informed of all circumstances within its sphere that may have an impact on MDS’s contractual obligations, in particular on the agreed scope of services and schedules.If the client does not fulfill one of its obligations to cooperate properly or on time, the contractually agreed execution periods will be extended in accordance with the delay in fulfillment. If an actual lesser or greater impact on the execution periods is specifically proven or something else is agreed, the execution periods will be extended in accordance with the actual impact. MDS is entitled to invoice additional costs caused by inadequate cooperation on the part of the client, in particular for extended provision of its own personnel or material resources, at the agreed rates.

Liability

MDS is only liable for damage caused by gross negligence or intent by MDS, legal representatives or vicarious agents of MDS. In the event of a breach of essential contractual obligations by MDS, on the fulfillment of which the client can rely to a particular degree, MDS is also liable in cases of simple negligence. MDS is liable without limitation for damages resulting from injury to life, body and health that are based on a breach of duty for which MDS, its legal representatives or vicarious agents are responsible. In the event of intent or gross negligence, MDS is only liable to the extent of typically foreseeable damages. The same applies if MDS is liable for simple negligence. Except in the case of intent or injury to life, body and health, liability for indirect damages, such as lost profits, missed savings and data loss, is excluded.

To the extent that MDS is liable, such liability is limited in total, except in the case of intent or injury to life, body or health, to the amount of the remuneration received by MDS within the scope of the respective order.The above limitations of liability also apply to the benefit of MDS employees and also apply in the case of pre-contractual or tortious liability.

If the client intervenes in the work results delivered without the written consent of MDS, MDS’s liability for any resulting damage shall be waived. MDS reserves the right to claim damages.The burden of proof for proving that damage is not due to the client’s intervention in the work results delivered rests with the client.

The client’s obligation to prevent and mitigate damage, particularly in the case of data or file loss, remains unaffected. The loss of data is not eligible for compensation unless backup copies have been made regularly at least once a day on separate data storage devices.

All liability claims of the client against MDS – with the exception of claims for injury to life, body and health as well as for intentional or grossly negligent breaches of duty – expire within one year after the claim arose and the client became aware of the circumstances justifying the claim against MDS or should have become aware of them without gross negligence.

Warranty

The client will notify MDS of any defects in writing and describe them in detail immediately, but no later than within 2 weeks of discovery.

If the notification is not made or if the notification is not made within the specified limitation period, MDS is released from liability for such obvious defects. MDS reserves the right to remedy all deliverables created for the client.

Insignificant defects are recorded by MDS during the warranty period and remedied in one step at the end of the warranty period. The number of attempts required for the subsequent performance to fail depends on the complexity of the work results to be created; in any case, this cannot be assumed if two unsuccessful attempts at subsequent performance are made. The client is not permitted to remedy the defect themselves with the involvement of third parties.

‍Prices and payment terms

If the remuneration stated in the offer is based on “man-days”, “person-days”, “performance days” or similar, these correspond to eight hours of time. Unless otherwise agreed, MDS invoices services based on the applicable daily or hourly rates.

Travel costs and expenses as well as outlays incurred by MDS for the provision of the contractually owed service will be invoiced additionally. Prices are net EURO, plus the applicable statutory VAT, without deductions, unless otherwise agreed. Invoices for the hours worked are issued on the last day of each month and are due for payment 14 days after receipt of the invoice. If an invoice has not been issued by the last day of each month, it can also be issued later.

In case of doubt, invoices are deemed to have been received three working days after the invoice date. The client is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. Furthermore, the customer is only entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

MDS is entitled to initially offset payments against the older liabilities of the customer if the customer does not make any provisions when making payments.

If the customer has to pay interest and costs in addition to the main service, any service that is not sufficient to pay off the entire debt will first be offset against the costs, then against the interest and finally against the main service.

If the customer specifies a different offset, MDS can refuse to accept the service. All claims by MDS become due immediately if the payment terms are not met or if MDS becomes aware of circumstances that, in its reasonable commercial discretion, are likely to reduce the customer’s creditworthiness.

MDS is also entitled, without prejudice to further legal rights, to only carry out outstanding services against advance payment and to demand security or to withdraw from the contract after a reasonable grace period or to demand compensation instead of performance.