General Terms and Conditions
1. Scope of Application
1.1 These General Terms and Conditions ("GTC") apply to all engagements of Anthelion Impact GmbH, Semliner Str. 16, 12555 Berlin ("Anthelion"). Deviating or conflicting terms and conditions of the customer shall not apply – even if Anthelion is aware of them and nevertheless provides services unconditionally. Anthelion specializes in the implementation of software solutions, custom software development, integration, and technology consulting in the cloud environment.
1.2 These GTC apply exclusively to businesses and not to consumers.
2. Conclusion of Contract
2.1 Offers and cost estimates from Anthelion are non-binding and subject to change unless they are expressly marked as binding.
2.2 A contract is concluded when the customer unconditionally accepts an offer and Anthelion issues a confirmation of the order. The content of the contract is based on the documents prepared by Anthelion and accepted by the customer, including the offer, the cost estimate, the service description, the specifications document, and other relevant documents (hereinafter referred to as the "Contract"). In case of discrepancies between the Contract and the GTC, the Contract shall prevail.
2.3 Changes to these GTC, additional agreements, or side agreements are valid only if made in writing.
2.4 Anthelion shall notify the customer of any amendments to these GTC at least four (4) weeks before they come into effect, by e-mail or postal mail. If no objection is made within one (1) month of receipt, the changes shall be deemed accepted. If the customer objects within this period, Anthelion may terminate the contract with two (2) weeks’ notice.
2.5 The presentation of services on the Anthelion website or in other media does not constitute a binding offer. Rather, it is an invitation to the customer to submit an offer ("invitatio ad offerendum").
3. Quality and Scope of Services
3.1 Anthelion provides its services in accordance with the agreed service description and adheres to recognized technical standards. The customer is responsible for checking the service description for completeness and accuracy. Anthelion complies only with those technical or other standards explicitly stated in the contract documents, based on the version valid at the time of contract conclusion. Deadlines and timeframes are only binding if explicitly agreed in writing.
3.2 Agreements on service performance are only considered guarantees if Anthelion has explicitly declared in writing that it will assume liability regardless of fault.
3.3 Anthelion reserves the right to deliver results that deviate from the original service description, provided they are of equivalent quality.
3.4 Free-of-charge services may be discontinued or converted into paid services by Anthelion at any time with prior notice.
3.5 Unless expressly agreed otherwise in the contract documents, the customer has no claim to updates, upgrades, or provision of source code in the case of software deliveries.
3.6 To perform its services, Anthelion may use its own staff as well as carefully selected subcontractors with the required qualifications. Prior consent from the customer is not required.
3.7 Anthelion is responsible for the independent organization of the commissioned services. This includes decisions about the method, location, schedule, and staffing. The customer is not authorized to issue instructions to Anthelion employees or subcontractors, except for safety instructions to prevent specific hazards.
3.8 Service delivery is documented using software from "Atlassian" and recorded on an hourly basis. Summarized service records are attached to the invoices.
3.9 Upon request, the customer will receive access to a paid service desk, where all relevant topics are documented as tickets, effort estimates are provided, and the processing status including due dates can be tracked transparently.
3.10 The agreed remuneration covers only the services defined in the contract documents. Additional services are billed separately at the agreed hourly rates, unless they are insignificant auxiliary services. In the event of unintentional gaps or ambiguities in the contract documents, Anthelion may resolve them at its reasonable discretion.
3.11 Continued cooperation after fulfillment of the agreed services shall only occur on the basis of a separate agreement, such as a service contract. The applicable terms can be requested from the responsible contact person.
3.12 Anthelion does not provide legal advice or other legal services and does not conduct reviews of legal provisions in relation to the work results. If the work result is to meet specific legal requirements, this must be explicitly agreed in the contract.
3.13 The use of open-source software in the commissioned services is generally permitted. Upon delivery of the work result, Anthelion informs the customer which open-source components were used and under which license terms they are provided. If the customer has specific content or format requirements for this information, they must be agreed upon in writing.
3.14 All services provided by Anthelion are services (Dienstleistungen). Contracts for work and services (Werkverträge) are explicitly excluded.
3.15 The customer acknowledges that Salesforce continuously develops and modifies its products. Anthelion therefore assumes no warranty or guarantee for the long-term availability or consistent functionality of specific Salesforce products or services.
4. Customer Obligations
4.1 The customer acknowledges that their duties of cooperation and contribution are essential prerequisites for the successful delivery of services by Anthelion. In particular, the customer commits to making timely decisions regarding project execution and content, as well as promptly reviewing Anthelion’s proposed changes.
4.2 The customer shall proactively inform Anthelion of any industry-specific or company-specific practices, procedures, and risks relevant to service delivery. Furthermore, the customer shall provide all technical and other documentation and information required for the successful execution of the project. Obtaining any necessary regulatory approvals is the sole responsibility of the customer. Anthelion is under no obligation to verify the accuracy or completeness of the customer-provided information.
4.3 If the information or documents provided prove to be inaccurate, incomplete, or unclear, or if implementation is objectively impossible, the customer shall promptly correct or supplement them following Anthelion’s notice. Likewise, the customer must immediately remedy any defects or malfunctions in components provided by them that are reported by Anthelion.
4.4 The customer shall designate at least one technically competent and authorized contact person as a "Single Point of Contact" (SPOC). In projects, a project manager must be appointed who is available for coordination and planning via phone, email, or on-site. If the project manager is unavailable, the customer must ensure appropriate substitution. The project manager or substitute must be capable of providing qualified feedback on Anthelion’s requirements and responding to inquiries within five (5) business days at the latest.
4.5 The customer shall take appropriate measures to prevent and minimize damage during service delivery. In particular, this includes independently securing all relevant data to prevent data loss. Anthelion shall not be liable for existing system configurations that may be altered due to services provided.
4.6 The customer shall provide, at their own expense and in a timely manner, all infrastructure required for the project (hardware, software, necessary licenses, user and system access).
4.7 When services are rendered on the customer’s premises, the customer shall provide, free of charge, suitable project rooms, workspaces, and infrastructure including system and remote access as needed.
4.8 In the case of on-site work, the customer shall ensure that Anthelion’s personnel are appropriately informed of applicable safety rules and measures.
4.9 If prior approval or notification of a works council is required for the performance of services, the customer is solely responsible for informing them or obtaining the necessary consent. The legal assessment of such obligations lies exclusively with the customer.
4.10 If the customer fails to meet their obligations of cooperation or provision, or does so inadequately or belatedly, and this prevents Anthelion from properly delivering services, agreed timelines shall be extended accordingly plus a reasonable restart period. If a deadline set by Anthelion to fulfill such obligations expires, Anthelion may charge any resulting additional effort at the agreed hourly rates.
5. Service Changes (Change Requests)
5.1 Both the customer and Anthelion may propose changes to the scope of services or request additional services at any time (hereinafter referred to as "Change Request"). A Change Request becomes part of the contract only if accepted in writing by Anthelion. If the change affects pricing or deadlines, Anthelion is entitled to adjust contractual terms accordingly—particularly regarding increased fees or deadline shifts.
5.2 If the scope of services changes or expands during the project, Anthelion will assist the customer with reassessing and, if necessary, replanning service delivery.
6. Prices and Payment Terms
6.1 All prices are net amounts and exclude statutory value-added tax (VAT).
6.2 For billing based on time and materials, partial 15-minute increments shall be charged as full 15-minute units.
6.3 Unless agreed otherwise, billing is based on "person-days." One person-day corresponds to eight (8) hours of a team member’s work within one calendar day. Overages or shortages will be billed proportionately.
6.4 If the compensation is based on time and materials or if the budget stated in the contract is not a binding cap, efforts exceeding the original estimate shall be billable if necessary to fulfill the contract. This is especially true when the estimate is marked as "approximate." If actual efforts exceed the estimate by more than 20%, Anthelion shall inform the customer.
6.5 Costs for procuring hardware components or third-party services shall be invoiced with a payment term of seven (7) days and must be paid on time.
6.6 If services are performed outside the Berlin metropolitan area but within Germany, the daily rate increases by €200.00 per person per day ("all-in").
6.7 Invoices are payable within ten (10) days of the invoice date.
6.8 If services extend beyond the end of the fiscal year, an interim invoice will automatically be issued on December 30 for accounting purposes. No separate preliminary invoices will be created in such cases.
6.9 If Anthelion incurs additional effort due to unclear or incorrect information from the customer, such effort shall be billed at the agreed hourly rates. This applies in particular to work caused by contradictory customer information or missing details.
6.10 Rectification of faults for which Anthelion is not responsible shall be billed based on actual effort.
6.11 Anthelion reserves the right to charge cancellation fees for last-minute cancellations of already scheduled appointments (e.g., project management meetings, focus days, sprints, workshops):
a. 30 to 15 calendar days before the appointment: 25% of the booked time per resource
b. 14 to 6 calendar days before the appointment: 50% of the booked time per resource
c. 5 or fewer calendar days before the appointment or on the day itself: 100% of the booked time per resource
The customer retains the right to prove that Anthelion incurred no or significantly less damage.
6. Prices and Payment Terms (continued)
6.12 Recurring services ("Service Deliveries") shall—unless otherwise agreed—be invoiced on a monthly basis.
6.13 For service contracts, Anthelion reserves the right to adjust prices after the initial twelve (12) months of the contract term and no more than once per year thereafter, with three (3) months’ notice. If the customer objects to the price increase, Anthelion shall have the right to terminate the contract for cause. Additional cost increases for third-party services may be passed on, provided they were not caused by Anthelion.
6.14 If the customer has multiple outstanding debts, Anthelion reserves the right to determine which debt a payment is applied to. The customer may only offset claims if their counterclaims are undisputed, legally established, or acknowledged in writing by Anthelion. The same applies to rights of retention.
7. Payment Default
7.1 If the customer is in payment default, Anthelion may suspend further service delivery upon prior notice. All costs incurred up to that point will be invoiced.
7.2 Anthelion is entitled to charge default interest at a rate of nine (9) percentage points above the base interest rate of the German Bundesbank. The assertion of further claims remains unaffected.
7.3 If the customer is in default for at least thirty (30) days, intentionally ceases payments, or if circumstances arise that cast doubt on their creditworthiness, all outstanding claims shall become immediately due. Further services will only be provided on a prepayment basis. Anthelion is also entitled to withdraw from any unfulfilled contracts without notice. Additional claims remain unaffected.
8. Rights of Use
8.1 Upon full payment of the agreed fee, the customer receives a simple, non-transferable right of use for the deliverables ("Work Results") created for them, for internal use within their company. This right is granted without time or territorial restrictions. Transfer to affiliated companies of the customer (§§ 15 et seq. German Stock Corporation Act – AktG) is excluded unless agreed separately.
8.2 Until full payment and unconditional acceptance of the Work Results, the customer may only use them for testing purposes. If the customer is more than 30 days in arrears with payment, this right of use automatically expires—no separate reminder from Anthelion is required.
8.3 The regulation in § 8.1 does not apply to standard products included in the Work Results. Standard products are independent, clearly delineated software products or solutions from Anthelion or third parties that are subject to their own licensing terms. The customer acquires usage rights for these standard products solely in accordance with those terms.
8.4 If the Work Results include open-source software or modifications thereof, the customer's rights of use are governed exclusively by the respective license conditions of the open-source components used (e.g., "GNU General Public License"). Both parties agree to comply with these license terms.
8.5 Anthelion retains all rights to its pre-existing technologies, concepts, and solutions ("Anthelion Solutions"), even if they are incorporated into the Work Results. The customer may only use Anthelion Solutions for the purposes contractually agreed. Independent use or resale is prohibited.
8.6 Anthelion may reuse any findings or non-confidential components of the Work Results obtained during the project, provided no trade secrets of the customer are disclosed.
8.7 If the Work Results include inventions eligible for patent or utility model protection, Anthelion is entitled to register such rights in its own name and at its own expense. The usage rights granted under § 8.1 include the use of such protected results without additional compensation.
8.8 The customer grants Anthelion a simple, royalty-free right to use all intellectual property required for service delivery.
8.9 If user accounts on customer systems are required for service delivery, the customer shall provide them. If Anthelion provides user accounts for the customer on its own systems, this will be subject to a separate agreement and a flat-rate fee.
9. Confidentiality, Data Protection, and Security
9.1 Both parties agree to treat all confidential information obtained during the collaboration with strict confidentiality and to protect it from unauthorized access. This obligation also applies to employees and subcontractors involved.
9.2 Confidential information is defined as all non-public information that is either explicitly marked as confidential or is of a confidential nature by its very nature—particularly trade secrets, technical documentation, and client-specific developments. This also includes Anthelion Solutions and proprietary source code provided to the client.
9.3 The confidentiality obligation does not apply if it can be demonstrated that the information in question:
• was already known prior to disclosure,
• was developed independently without use of confidential information,
• was lawfully obtained from a third party not subject to a confidentiality obligation, or
• was already publicly available.
9.4 If Anthelion stores or processes customer data during the project, such data will be treated confidentially and protected from unauthorized access.
9.5 Transmission of data, documents, or templates—whether digital, printed, or on data carriers—is at the customer's own risk. The customer is responsible for creating appropriate backups in advance to prevent data loss.
9.6 If work is carried out on the customer’s IT systems (hardware, software, or peripherals), the customer shall ensure that data is backed up before any work begins. Anthelion assumes no responsibility in this regard.
9.7 Anthelion is entitled to keep an internal copy of the deliverables and project documents created—even if they contain confidential information. However, there is no obligation to retain such materials long term. The customer is responsible for archiving their own project data.
9.8 The confidentiality obligations remain in effect for three (3) years after the end of the contract.
9.9 Both parties agree to comply with applicable data protection laws. If Anthelion processes personal data on behalf of the customer, a separate Data Processing Agreement in accordance with Art. 28 GDPR will be concluded. If subcontractors are used, Anthelion will ensure appropriate agreements are in place where required.
10. Contract Duration and Termination
10.1 Unless otherwise agreed, the contract begins when the customer accepts the offer or—if Anthelion begins service delivery upon the customer’s request—upon the actual start of service delivery.
10.2 For individual engagements, the terms and cancellation periods specified in the contract documents shall apply.
10.3 Anthelion allocates specialized personnel and technical resources exclusively for the customer’s project during the contract term. Because these resources cannot be reassigned at short notice, the customer is required to utilize at least 2% of the agreed total project volume per month from the start of the contract—or pay the equivalent compensation. This ensures availability of the required expertise and prevents economic downtime. If services are requested later, prior payments will not be credited toward the total project value.
10.4 Service contracts have a minimum term of twelve (12) months and will automatically continue for an indefinite period unless terminated in text form at least three (3) months before the end of the minimum term. After the minimum term, termination is possible with three (3) months' notice to the end of a month.
10.5 Both parties retain the right to extraordinary termination for good cause. If such cause results from a breach of contract, the terminating party must first set a reasonable deadline for remedying the breach. Good cause includes, in particular, payment default for significant amounts or repeated and serious failures in service delivery or cooperation.
10.7 All terminations under this agreement must be made in writing. Scanned attachments sent via email are permitted, but simple text form (e.g., a regular email) is not sufficient.
11. Liability
11.1 Anthelion shall be fully liable for damages caused intentionally or by gross negligence by Anthelion, its legal representatives, or vicarious agents. Anthelion is also fully liable for damages resulting from injury to life, body, or health.
11.2 For damages caused by simple negligence, Anthelion is only liable if essential contractual obligations (cardinal duties) are breached. In such cases, liability is limited to foreseeable, typical damages. The maximum liability amount corresponds to the respective project volume.
11.3 The above limitations of liability also apply to legal representatives and employees of Anthelion, as well as to pre-contractual and tort liability.
11.4 Anthelion shall not be liable for damages caused by force majeure. This includes, in particular, official orders, network failures, transport disruptions, strikes, pandemics, epidemics, wars, and other events beyond Anthelion's control.
13. Non-Solicitation
13.1 The customer agrees not to solicit or hire any employees employed by Anthelion or involved in service delivery—either directly or indirectly—during the contract term and for a period of twelve (12) months after the end of the contract.
13.2 In the event of a breach of this obligation, the customer shall pay a contractual penalty of EUR 25,000.00 (net). Anthelion’s right to assert further claims remains unaffected.
14. Final Provisions
14.1 Both contracting parties are entitled to refer to each other as a reference client or service provider and to use each other’s company logos for this purpose. Either party may object to this usage at any time.
14.2 If written form is required for any declaration under these Terms and Conditions, simple text form (e.g., an email) is not sufficient unless expressly agreed otherwise.
14.3 The customer may only assign rights or obligations arising from this contract with the prior written consent of Anthelion. This particularly applies to the assignment of payment claims or other contractual components.
14.4 The laws of the Federal Republic of Germany shall apply exclusively. The place of jurisdiction for all disputes is Berlin.
14.5 Amendments or additions to these Terms and Conditions are only valid if made in writing. Text form is not sufficient for this purpose.