- Article 1 – General Provisions; Scope
- Article 2 – Definitions
- Article 3 – Conclusion of Contract
- Article 4 – Services of DC SERVICES
- 4.1 Provision of the Platform and Framework
- 4.2 Standard of Performance and No Guarantee of Outcome
- 4.3 Availability, Maintenance, and Service Integrity
- 4.4 Security and Technical and Organisational Measures
- 4.5 Service Changes and Data Act Safeguards
- 4.6 Third-Party Services and Integrations
- 4.6 Third-Party Services and Integrations
- 4.7 Compliance, Export Control, and Sanctions
- 4.8 Logs, Audit Trail, and Evidence
- 4.9 Support; No Service Levels Unless Agreed
- 4.10 Suspension and Protective Measures
- 4.11 No Duty to Monitor and No Duty to Mediate
- Article 5 – Obligations of the PARTNER
- 5.1 Accuracy of Information
- 5.2 Compliance with Law and Code of Conduct.
- 5.3 AÜG Compliance
- 5.4 Security of Credentials
- 5.5 EU/EEA Establishment and Place of Performance
- 5.6 Non-Solicitation of Resources by Customer
- 5.7 Data Protection Duties
- 5.8 Lawful and Non-Misleading Content
- 5.9 Fair Dealing and Tender Conduct
- 5.10 Use of Subcontractors
- 5.11 Notification and Coöperation
- 5.13 Prohibited Uses
- Article 6 – Fees and Payment
- 6.1 Pricing and Annex
- 6.2 Invoicing and Electronic Form
- 6.3 VAT and Reverse Charge
- 6.4 Withholding and Gross-Up
- 6.5 Set-Off and Right of Retention
- 6.6 Late Payment; Statutory Default Interest
- 6.7 Customer Insolvency
- 6.8 Disputed Amounts
- 6.9 Security, Prepayment, and Credit Risk
- 6.10 Fee Adjustments and Data Act Safeguards
- 6.11 Evidence and Usage Records
- Article 7 – Liability and Indemnification
- 7.1 Principle and Scope
- 7.2 Non-Excludable Liability
- 7.3 Slight Negligence; Material Obligations
- 7.4 Excluded Categories of Damage
- 7.5 Liability Caps (Back-to-Back Principle)
- 7.6 Force Majeure
- 7.7 Contributory Negligence and Duty to Mitigate
- 7.8 Intellectual Property Infringement – Remedies
- 7.9 Indemnification by the PARTNER
- 7.10 Indemnification Procedure
- 7.11 No Duty to Monitor; No Duty to Mediate
- 7.12 Limitation Period
- 7.13 Data Act and Mandatory Law
- Article 8 – Term and Termination
- 8.1 Commencement and Term
- 8.2 Renewal
- 8.3 Ordinary Termination (for Convenience)
- 8.4 Termination for Cause
- 8.5 Suspension and Protective Measures
- 8.6 Effects of Termination
- 8.7 Data Portability and Switching
- 8.8 Form of Notice; Service of Notices
- 8.9 Refunds and Prepaid Amounts
- 8.10 Survival
- Article 9 – Data Protection and Compliance
- 9.1 Reference Framework
- 9.2 Roles and Responsibilities
- 9.3 Lawfulness, Fairness and Data Minimisation
- 9.4 Technical and Organisational Measures
- 9.5 Subprocessors
- 9.6 International Transfers
- 9.7 Personal Data Breaches and Security Incidents
- 9.8 Data Subject Rights and Coöperation
- 9.9 Retention, Deletion and Return
- 9.10 Data Protection Impact Assessments and Supervision
- 9.11 Automated Decision-Making and AI Governance
- 9.12 Data Act Safeguards
- 9.13 Audit and Information Rights
- 9.14 Accountability and Records
- Article 10 – Changes and Amendments
- 10.1 Written Form; Hierarchy
- 10.2 Unilateral Amendments by DC SERVICES
- 10.3 Partner Objection and Effects
- 10.4 Material Amendments and Reasonableness
- 10.5 Data Act Safeguards
- 10.6 Annexes Governed by Specific Change Control
- 10.7 Clarificatory and Non-Substantive Changes
- 10.8 Publication, Versioning and Evidence
- 10.9 Third-Party Terms and Integrations
- 10.10 No Waiver
- Article 11 – Governing Law and Jurisdiction
- Article 12 – Miscellaneous /Final Provisions
- 12.1 Entire Agreement and Integration
- 12.2 Severability and Blue-Pencil
- 12.3 Assignment and Transfer
- 12.4 No Partnership, No Agency, No Employment
- 12.4 No Partnership, No Agency, No Employment
- 12.5 Confidentiality
- 12.6 Publicity and References
- 12.7 Notices
- 12.8 No Waiver
- 12.9 Counterparts and Electronic Signatures
- 12.10 Interpretation
- 12.11 Further Assurances
- 12.12 Costs and Taxes
- 12.13 Survival
Article 1 – General Provisions; Scope
1.1 Parties
These General Terms and Conditions (AGB) are issued by DC Services GmbH, Meistersingerstraße
81, 81927 Munich, Germany, operating under the brand “DC Nearshoring” (hereinafter DC
SERVICES). They govern all contractual relationships between DC SERVICES and its contractual
partners (hereinafter PARTNERS), including Delivery Partners, Sales Partners, and Customers.
1.2 Scope
These AGB apply to all present and future contractual relationships of DC SERVICES with PARTNERS,
unless expressly agreed otherwise in writing. They form an integral part of every agreement, annex or
amendment concluded with DC SERVICES.
1.3 Exclusion of Consumer Use
The services of DC SERVICES, including the provision of delivery capacity, resources, and other
business support, are provided exclusively to entrepreneurs within the meaning of §14 BGB. Use by
consumers within the meaning of §13 BGB is excluded. In case of misrepresentation, DC SERVICES
shall be entitled to rescind the agreement with immediate effect. Mandatory consumer protection
rights remain unaffected.
1.4 Order of Precedence
In the event of conflict between contractual documents, the following order of precedence shall
apply, unless expressly agreed otherwise in writing: (a) individual agreements such as Partner
Agreements, Portal Agreements or Frame Contracts, (b) applicable Annexes, including GDPR
Annexes, the AÜG Compliance Annex, the Code of Conduct, Payment and Termination Annexes, ©
these AGB.
1.5 Exclusion of Conflicting Terms
General terms and conditions of the PARTNER that conflict with, supplement or deviate from these
AGB shall not apply unless expressly accepted in writing by DC SERVICES.
1.6 Applicability to Future Contracts
These AGB also apply to all future contracts, services, or deliveries between DC SERVICES and the
PARTNER without requiring a separate reference in each individual case.
1.7 Governing Law
These AGB shall be interpreted and applied in accordance with German law and mandatory
provisions of European Union law. This includes, without limitation, the General Data Protection
Regulation (Regulation (EU) 2016⁄679, GDPR) and the EU Data Act (Regulation (EU) 2023⁄2854),
applicable as of 12 September 2025.
1.8 Contractual Framework
These AGB, together with the common annexes, form the unified contractual framework applicable
to all agreements concluded with DC SERVICES. The common annexes include, inter alia, the GDPR
Agreement, the AÜG Compliance Annex, and the Code of Conduct. All specific agreements,
including Portal Licence Agreements (Delivery and Sales), Partner Agreements, Frame Contracts,
and Einzelauftrag, are deemed to incorporate this framework and shall be interpreted consistently
with it.
Article 2 – Definitions
2.1 Annex Reference
General terms and conditions of the PARTNER that conflict with, supplement, or deviate from these
AGB shall not apply unless expressly accepted in writing by DC SERVICES.
2.2 Specific Definitions in Core Documents
Where a specific agreement (such as a Partner Agreement, a Portal Agreement, or a Frame Contract)
provides a definition that deviates from or supplements Annex C, such specific definition shall
prevail for the purposes of that agreement only.
2.3 Consistency of Terms
The use of consistent terminology across all agreements and annexes is mandatory. Any undefined
term shall be interpreted in accordance with Annex C, the General Data Protection Regulation
(GDPR), the EU Data Act, and the relevant provisions of the German Civil Code (BGB).
Article 3 – Conclusion of Contract
3.1 Principle
All contractual relationships between DC SERVICES and the PARTNER shall be based on these AGB
in conjunction with the relevant individual agreement, its annexes, and any additional contractual
documents expressly incorporated by reference. These AGB therefore, constitute the binding legal
foundation for the establishment of contractual relations. Commitments, assurances, or collateral
agreements not contained in the written contract or not expressly confirmed in writing by DC
SERVICES shall have no legal effect.
3.2 Offer and Acceptance
For Delivery Partners, the registration, submission of an application, tender, or comparable
declaration shall constitute a legally binding offer to enter into a contractual relationship with DC
SERVICES. For Customers, a binding offer arises through the submission of a purchase order,
statement of work, or other contractual instrument. A contract shall only come into effect upon
explicit acceptance by DC SERVICES, either through written confirmation or through activation of
the relevant account, service, or functionality. Silence on the part of DC SERVICES shall not be
deemed acceptance.
1.5 Exclusion of Conflicting Terms
General terms and conditions of the PARTNER that conflict with, supplement, or deviate from these
AGB shall not apply unless expressly accepted in writing by DC SERVICES.
3.3 Electronic Form and Text Form
Unless mandatory statutory provisions require a stricter written form (Schriftform pursuant to §126
BGB), declarations between the Parties may be made in Textform (§126b BGB). Pursuant to §127
BGB, electronic communications — including those transmitted via the Portal operated by DC
SERVICES and by email — satisfy any contractual written-form requirement.
3.4 Exclusion of Partner Terms
General terms and conditions or other contractual provisions of the PARTNER that conflict with,
supplement or deviate from these AGB shall not become part of the contract, even if DC SERVICES
is aware of such terms and does not expressly object to them. An express written acknowledgement
by DC SERVICES is required in order for any such provisions to be validly incorporated.
3.4 Exclusion of Partner Terms
General terms and conditions or other contractual provisions of the PARTNER that conflict with
supplement or deviate from these AGB shall not become part of the contract, even if DC SERVICES
is aware of such terms and does not expressly object to them. An express written acknowledgement
by DC SERVICES is required in order for any such provisions to be validly incorporated.
3.5 Amendments and Side Agreements
Any amendments, supplements, or collateral agreements to a contract concluded between DC
SERVICES and the PARTNER must be made in writing in order to be effective. An electronic form in
accordance with Section 3.3 shall be sufficient. Oral agreements or unilateral declarations of the
PARTNER shall not be binding on DC SERVICES unless and until confirmed in writing by DC
SERVICES.
3.6 Priority of Written Confirmation
General terms and conditions or other contractual provisions of the PARTNER that conflict with,
supplement or deviate from these AGB shall not become part of the contract, even if DC SERVICES
is aware of such terms and does not expressly object to them. An express written acknowledgement
by DC SERVICES is required in order for any such provisions to be validly incorporated.
3.7 Binding Nature of Portal Statements
Any statements, profiles, or information submitted by a Delivery Partner in the Portal or via other
channels regarding offered consultants, capacities, or services (including availability, qualifications,
and commercial terms) shall constitute binding declarations of the Partner. The Partner shall be held
to such statements unless corrected without undue delay prior to acceptance by DC SERVICES or a
Customer.
The Partner shall bear full responsibility for the accuracy, legality, and appropriateness of any content
submitted, including attachments (such as CVs, photos, or supporting documents). DC SERVICES
shall have no duty to verify such content and shall not be liable towards Customers or third parties
for any unlawful, offensive, or misleading material uploaded or transmitted by the Partner.
Article 4 – Services of DC SERVICES
4.1 Provision of the Platform and Framework
DC SERVICES provides access to its online portal and associated domains, including the account
administration and core functionalities necessary for resource allocation, tenders, offers, and
contractual exchanges. DC SERVICES provides the contractual framework and is a party to
agreements with Delivery Partners and Customers; there is no direct contract between Partner and
Customer, unless expressly agreed.
4.2 Standard of Performance and No Guarantee of Outcome
DC SERVICES provides the services with reasonable care and skill consistent with industry
standards. DC SERVICES does not warrant the availability of specific opportunities, the successful
conclusion of contracts, or any economic outcome. Any statements on performance metrics,
availability targets, or timelines are indicative unless set out in a separate written agreement.
4.3 Availability, Maintenance, and Service Integrity
DC SERVICES strives to ensure the proper availability and functioning of the portal. Planned
maintenance may be performed within maintenance windows notified in advance when reasonably
possible. Urgent maintenance to safeguard integrity or security may occur without prior notice,
followed by prompt information. Short interruptions may arise during maintenance or in cases of
operational necessity.
4.4 Security and Technical and Organisational Measures
DC SERVICES implements and maintains appropriate technical and organisational measures to
ensure confidentiality, integrity, availability, and resilience of the services, as further described in
Annex A – Technical and Organisational Measures. Processing activities, roles, and purposes are
described in Annex B – Processing Details. DC SERVICES will adapt measures in light of legal,
regulatory, or threat-landscape changes and will document such adaptations in accordance with the
annexes.
4.5 Service Changes and Data Act Safeguards
DC SERVICES may improve, modify, or deprecate features in order to enhance functionality, security,
or compliance. Such changes shall be reasonable and proportionate and shall not reduce, restrict,
or adversely affect rights relating to access to data, use of data, portability, switching, or
interoperability within the meaning of the EU Data Act, except with the PARTNER’s express written
consent. Where material changes are proposed, DC SERVICES will provide advance notice by
appropriate means, taking into account the legitimate interests of all parties.
4.6 Third-Party Services and Integrations
The services may rely on or interoperate with third-party infrastructure or tools. Such external
services are governed by their own terms and may be altered by their providers. DC SERVICES does
not warrant the availability or performance of third-party services and is not liable for disruptions
caused by such services, without prejudice to mandatory law and to the liability régime set out in
these AGB.
4.6 Third-Party Services and Integrations
The services may rely on or interoperate with third-party infrastructure or tools. Such external
services are governed by their own terms and may be altered by their providers. DC SERVICES does
not warrant the availability or performance of third-party services and is not liable for disruptions
caused by such services, without prejudice to mandatory law and to the liability régime set out in
these AGB.
4.7 Compliance, Export Control, and Sanctions
Provision of services is subject to applicable law, including export control, sanctions, and embargo
rules. DC SERVICES may restrict functionalities or suspend access where necessary to comply with
such rules or to prevent unlawful use.
4.8 Logs, Audit Trail, and Evidence
For operation, security, and compliance, DC SERVICES may create and retain system and access
records. Audit logs and portal records may be retained for the applicable statutory limitation period
and may serve as evidence of activities, declarations, and transactions performed through the
services.
4.9 Support; No Service Levels Unless Agreed
DC SERVICES may provide documentation and reasonable support on a best-efforts basis.
Response times, remedies, or service levels apply only where expressly agreed in a separate written
service level agreement.
4.10 Suspension and Protective Measures
For operation, security, and compliance, DC SERVICES may create and retain system and access
records. Audit logs and portal records may be retained for the applicable statutory limitation period
and may serve as evidence of activities, declarations, and transactions performed through the
services.
4.11 No Duty to Monitor and No Duty to Mediate
DC SERVICES is not obliged to monitor, verify, or moderate content uploaded or transmitted by
PARTNERS or their counterparties. DC SERVICES has no duty to arbitrate or mediate disputes
between PARTNERS and third parties. Voluntary assistance, when provided, does not create a
recurring duty to intervene and does not extend liability beyond these AGB. This does not exclude
obligations that may arise under mandatory law (including the EU Digital Services Act) where a Party
qualifies as an intermediary/hosting service provider.
Article 5 – Obligations of the PARTNER
5.1 Accuracy of Information
The PARTNER shall ensure that all information provided to DC SERVICES is complete, accurate and
up to date at all times, including legal name, corporate seat, VAT number, authorisations, contact
details, ownership and control information, and any declarations made during registration,
onboarding, or performance. This obligation also extends to all commercial and operational
information submitted in the Portal or during offers, such as offered prices, delivery location,
applicable work permits, and the status of the personnel provided (employee or freelancer). Such
information shall be legally binding on the PARTNER in line with §3.7 (Binding Nature of Portal
Statements).
5.2 Compliance with Law and Code of Conduct.
The PARTNER shall comply with all applicable laws and regulations, including competition and
antitrust rules, export control and sanctions regimes, data protection law, and consumer protection
law to the extent applicable. The DC SERVICES Code of Conduct forms an integral part of the
contractual framework and shall be observed in all interactions on and around the portal.
5.3 AÜG Compliance
The Parties confirm that coöperation is structured as an independent services engagement and shall
not constitute employee leasing within the meaning of the German Temporary Agency Work Act
(AÜG). The PARTNER shall observe the AÜG Compliance Annex and avoid any conduct that may lead
to requalification. Indicators of such risk shall be notified without undue delay, and corrective
measures shall be implemented promptly.
5.4 Security of Credentials
The PARTNER shall keep company and user access credentials strictly confidential, implement
appropriate access controls, and revoke credentials immediately when authorisation ends. Any
suspected misuse or compromise shall be reported to DC SERVICES without undue delay. DC
SERVICES may apply proportionate protective measures, including temporary suspension, to
contain and remediate risk.
5.5 EU/EEA Establishment and Place of Performance
The PARTNER shall truthfully declare whether it is established within the EU/EEA and shall
accurately indicate the actual place of performance of services offered or delivered through the
portal. Misrepresentation regarding establishment or place of performance constitutes a material
breach and may lead to termination for cause in accordance with Article 8.4 and claims for damages
or indemnification under Article 7. Where services are performed outside the EU/EEA, the PARTNER
shall ensure full compliance with applicable law, including Chapter V GDPR safeguards for
international transfers
5.6 Non-Solicitation of Resources by Customer
The Customer shall not, without the prior written consent of DC SERVICES, directly or indirectly
solicit, contract with, or engage any consultant, contractor, or resource that was introduced or
provided through DC SERVICES, whether via the same Partner or via a competing provider. This
restriction shall apply for the duration of the engagement and for a period of twelve (12) months
thereafter. Any breach of this obligation shall entitle DC SERVICES to claim damages corresponding
to the loss incurred, including lost fees and margins, without prejudice to any other rights or
remedies available under law or contract.
5.7 Data Protection Duties
To the extent the PARTNER processes personal data in connection with tenders, offers or
performance, it shall implement appropriate technical and organisational measures consistent with
Annex A – Technical and Organisational Measures, minimise personal data disclosed, and respect
the roles and processing purposes described in Annex B – Processing Details. The PARTNER shall
not upload personal data beyond what is necessary. Breaches must be notified without undue delay,
together with all information reasonably required for assessment and response.
5.8 Lawful and Non-Misleading Content
All content, materials, and declarations submitted by the PARTNER on or through the portal shall be
lawful, accurate, complete, non-misleading, and free of third-party rights infringements. The
PARTNER shall not publish advertising unrelated to a concrete demand or offer, nor content that is
discriminatory, defamatory, or otherwise unlawful.
5.9 Fair Dealing and Tender Conduct
The PARTNER shall act fairly and transparently in any tender, request for information, or proposal
process and shall refrain from collusion, bid-rigging, fictitious offers, coördinated withdrawal, or
exchange of competitively sensitive information beyond what is strictly necessary. Unjustified
repeated cancellations or strategic withdrawals are prohibited.
5.10 Use of Subcontractors
The PARTNER may engage subcontractors at its own risk and expense, remaining fully liable for
performance vis-à-vis its counterparty. The PARTNER shall inform DC SERVICES in advance of any
intended subcontracting and provide relevant details upon request. Where subcontracting entails
personal data processing, the PARTNER shall implement a compliant contract chain and role
allocation under GDPR. Engagements must not create AÜG risks.
5.11 Notification and Coöperation
The PARTNER shall promptly notify DC SERVICES of any incident that may impair portal security or
availability, infringe these AGB, the Code of Conduct, or data protection obligations, or trigger legal
or regulatory reporting. The PARTNER shall reasonably coöperate with DC SERVICES in compliance
checks, investigations, or audits requested by competent authorities or required by law, including
provision of relevant information and documentation.
5.13 Prohibited Uses
The PARTNER shall not use the services to violate law, to undermine security or integrity of the portal,
to gain unauthorised access, to interfere with other users, or to circumvent technical or
organisational safeguards. DC SERVICES may remove unlawful content and apply proportionate
measures where there is reasonable suspicion of breach.
Article 6 – Fees and Payment
6.1 Pricing and Annex
Fees, pricing models, invoicing cycles, and due dates are governed by the specific agreement and the
Annex – Payment Terms. Amounts are stated exclusive of taxes, duties, and statutory charges
unless expressly indicated otherwise.
6.2 Invoicing and Electronic Form
Invoices may be issued electronically. The PARTNER accepts electronic invoices as legally valid.
Unless otherwise agreed, invoices are payable in the currency stated on the invoice to the account
indicated by DC SERVICES, free of charges and deductions.
6.3 VAT and Reverse Charge
Where the reverse-charge mechanism applies, VAT is owed by the recipient of services pursuant to
Section 13b of the German Value Added Tax Act (UStG). In such cases, DC SERVICES issues net
invoices and the invoice shall contain an explicit reverse-charge note. The PARTNER remains
responsible for correctly accounting for VAT in its jurisdiction.
6.4 Withholding and Gross-Up
All payments shall be made free and clear of any withholding or deduction. If a withholding at source
is required by law, the payable amounts shall be increased so that DC SERVICES receives the same
net amount it would have received absent such withholding. The PARTNER shall promptly provide
evidence of any withholding and coöperate in obtaining available exemptions or reductions.
6.5 Set-Off and Right of Retention
The PARTNER may set off only with claims that are undisputed or finally adjudicated. A right of
retention exists only for counterclaims arising from the same contractual relationship.
6.6 Late Payment; Statutory Default Interest
Upon default, statutory default interest accrues at the applicable business-to-business rate under
Section 288 BGB, in addition to further damages and reasonable costs of collection. DC SERVICES
may suspend performance until full settlement without prejudice to other remedies.
6.7 Customer Insolvency
If the Customer becomes insolvent, files for bankruptcy, or otherwise ceases to make due
payments, all outstanding amounts owed to DC SERVICES shall become immediately due and
payable. In such cases, DC SERVICES shall be entitled to suspend performance and withhold
payment to Delivery Partners for services rendered under the affected Customer engagement,
unless and until DC SERVICES has received the corresponding Customer payment or adequate
security. This provision shall prevail over any conflicting payment obligations.
6.8 Disputed Amounts
Any disagreement regarding an invoice must be notified without undue delay and in any event within
the period set out in the Annex – Payment Terms. The undisputed portion shall be paid when due.
The Parties shall coöperate in good faith to resolve disputes swiftly.
6.9 Security, Prepayment, and Credit Risk
If, after contract conclusion, a material deterioration of the PARTNER’s financial standing becomes
apparent or payments are materially overdue, DC SERVICES may request adequate security or
prepayment and may condition further performance on such security or prepayment.
6.10 Fee Adjustments and Data Act Safeguards
DC SERVICES may adjust fees or charging models to reflect changes in law, regulatory requirements,
security posture or material market conditions, subject to prior notice and the PARTNER’s legitimate
interests. Adjustments shall not unjustifiably restrict rights relating to access to data, use of data,
portability, switching, or interoperability within the meaning of the EU Data Act. Where material
changes are proposed, DC SERVICES will provide advance notice by appropriate means.
6.11 Evidence and Usage Records
Portal usage records and audit logs may be used to substantiate billable items, fees, and support
charges to the extent permitted by law and described in the applicable annexes.
Article 7 – Liability and Indemnification
7.1 Principle and Scope
DC SERVICES shall be liable towards the PARTNER exclusively in accordance with this Article 7. Any
further contractual, pre-contractual or tortious liability of DC SERVICES is excluded to the maximum
extent permitted by law.
7.2 Non-Excludable Liability
Nothing in these AGB excludes or limits liability of DC SERVICES for intent (Vorsatz), gross negligence
(grobe Fahrlässigkeit), injury to life, body, or health, liability under the German Product Liability Act
(Produkthaftungsgesetz), or fraudulent misrepresentation.
7.3 Slight Negligence; Material Obligations
In the event of a breach caused by slight negligence, DC SERVICES shall be liable only for damages
resulting from the violation of material contractual obligations (wesentliche Vertragspflichten). In
such cases, liability is limited to damages that are typical for this type of contract and reasonably
foreseeable at the time of contract conclusion.
7.4 Excluded Categories of Damage
Except where Section 7.2 applies, DC SERVICES shall not be liable for indirect or consequential
damages, loss of profit or revenue, loss of savings, production downtime, business interruption,
reputational harm, or loss or corruption of data beyond the typical costs necessary for restoration
based on proper, customary backups.
7.5 Liability Caps (Back-to-Back Principle)
Except where §7.2 applies, the total liability of DC SERVICES towards its Customers shall be limited
to the caps agreed in the respective Customer contract. For engagements involving Delivery
Partners, the Partner’s liability towards DC SERVICES shall in no event be lower than the liability caps
applicable to DC SERVICES vis-à-vis the Customer for the corresponding engagement. Any deviating
or lower liability limits proposed by the Partner shall not apply.
7.6 Force Majeure
Neither Party shall be liable for failure or delay to perform to the extent caused by events beyond its
reasonable control, including natural disasters, epidemics, war, acts of terrorism, civil unrest,
labour disputes not attributable to the Party, governmental actions, embargoes, power outages,
failure of telecommunication networks or cloud providers, or comparable events. The affected Party
shall notify the other without undue delay and use reasonable efforts to mitigate effects.
7.7 Contributory Negligence and Duty to Mitigate
Any contributory negligence of the PARTNER shall reduce liability in accordance with § 254 BGB. The
PARTNER shall take reasonable steps to mitigate damages, including implementing appropriate
backups, access controls, and organisational safeguards as set out in the applicable annexes.
7.8 Intellectual Property Infringement – Remedies
If a third-party claim alleges that the portal or components provided by DC SERVICES infringe
intellectual property rights, DC SERVICES may, at its discretion and expense, (a) procure the right of
continued use, (b) modify the services so they become non-infringing, or © replace them with
a non-infringing equivalent. If none of these measures is reasonably feasible, DC SERVICES may
discontinue the affected functionality and refund prepaid fees for the unused period, if any. Any
damages are subject to the limitations of this Article 7. This Section does not apply to claims arising
from content, data, materials, or instructions provided by the PARTNER or third parties acting on its
behalf.
7.9 Indemnification by the PARTNER
The PARTNER shall indemnify and hold harmless DC SERVICES, its officers and employees from
and against any third-party claims, damages, fines, penalties, costs and reasonable legal fees
arising out of or in connection with:
(a) content, data or materials uploaded, provided or instructed by the PARTNER that infringe law or
third-party rights (including intellectual property and personality rights);
(b) violations of applicable law, the Code of Conduct, competition/antitrust rules, export control or
sanctions by the PARTNER;
© breaches of data protection obligations attributable to the PARTNER, including non-compliance
with roles, purposes, and safeguards defined in the GDPR Annexes;
(d) misrepresentation of establishment within the EU/EEA or of the actual place of performance;
(e) engagements or deployment models that create a risk of requalification as employee leasing
(AÜG) contrary to the AÜG Compliance Annex, including resulting employee claims and
administrative fines;
(f) taxes, duties, or withholdings for which the PARTNER is responsible.
7.10 Indemnification Procedure
The indemnified Party shall promptly notify the indemnifying Party of a covered claim, grant
reasonable control of the defence and settlement to the indemnifying Party, and provide necessary
coöperation. The indemnifying Party shall not settle a matter without the indemnified Party’s prior
consent if the settlement imposes non-monetary obligations on, or admits liability of, the
indemnified Party. The indemnified Party may participate with counsel of its choice at its own
expense.
7.11 No Duty to Monitor; No Duty to Mediate
DC SERVICES has no general duty to monitor content or mediate disputes between PARTNERS and
their counterparties. Voluntary assistance does not establish an ongoing duty to intervene and does
not extend liability beyond this Article 7. This does not exclude obligations that may arise under
mandatory law (including the EU Digital Services Act) where a Party qualifies as an
intermediary/hosting service provider.
7.12 Limitation Period
Claims for damages other than those under Section 7.2 shall become time-barred after twelve (12)
months from the statutory commencement of the limitation period. Statutory limitation periods for
claims under the Product Liability Act and for intent remain unaffected.
7.13 Data Act and Mandatory Law
Nothing in these AGB shall be construed to reduce, restrict, or adversely affect rights or obligations
relating to access to, use of, portability, switching, or interoperability of data within the meaning of
applicable EU law, including the EU Data Act, or to limit non-waivable statutory rights.
Article 8 – Term and Termination
8.1 Commencement and Term
These AGB take effect upon contract execution or upon activation of the relevant account, service
or functionality by DC SERVICES.
8.2 Renewal
(a) Customers.
Agreements with Customers may provide for renewal or extension in accordance with the terms,
notice periods and conditions expressly agreed in the respective Customer contract. Where a
Customer contract includes an automatic renewal mechanism, such a mechanism shall apply only to
the Customer relationship and shall not extend or create any automatic renewal obligation towards
Delivery Partners, unless expressly agreed in writing.
(b) Delivery Partners.
Agreements with Delivery Partners shall not be subject to automatic renewal. The Delivery Partner
shall be obliged to (i) renew or extend an engagement on equivalent terms where the corresponding
Customer engagement is renewed, or (ii) provide a substitute consultant with substantially
equivalent qualifications pursuant to §8.4. Renewal or substitution obligations of the Delivery
Partner shall mirror the scope, duration and conditions of the corresponding Customer renewal,
ensuring full back-to-back alignment.
8.3 Ordinary Termination (for Convenience)
Either Party may terminate the contractual relationship for convenience by giving written notice,
subject to any notice periods agreed in the specific agreement. For engagements linked to a
Customer contract, the termination rights and notice periods applicable between DC SERVICES and
the Delivery Partner shall in no event be more restrictive than the termination rights and notice
periods available to the Customer vis-à-vis DC SERVICES under the relevant Customer contract. This
ensures full back-to-back alignment of termination rights.
8.4 Termination for Cause
Either Party may terminate with immediate effect for good cause where the other Party commits a
material breach and fails to cure within a reasonable period after written notice. Good cause
includes, without limitation:
(a) persistent or material breach of these AGB, the Code of Conduct, or applicable law;
(b) non-payment of due amounts after a reminder and expiry of a reasonable grace period;
© false or misleading statements regarding EU/EEA establishment, VAT, or the actual place of
performance;
(d) material risks or violations under export control, sanctions, or embargo rules;
(e) serious data protection breaches, including failure to implement required TOMs or international
transfer safeguards under the GDPR Annexes;
(f) conduct, creating a risk of requalification as employee leasing (AÜG), contrary to the AÜG
Compliance Annex;
(g) insolvency proceedings being applied for, opened, rejected for lack of assets, or comparable
events indicating illiquidity of the Customer. In such a case, DC SERVICES may terminate the
agreement with immediate effect and shall not be obliged to continue performance or make related
payments to Delivery Partners, unless and until the corresponding Customer payment has been
received or adequate security is provided;
(h) Substitution Obligation. The withdrawal or unavailability of an individual consultant during the
delivery term shall not constitute good cause for termination, provided the Delivery Partner shall,
without undue delay, provide a substitute consultant with substantially equivalent qualifications.
The Customer shall not unreasonably refuse such substitution.
8.5 Suspension and Protective Measures
Where there is reasonable suspicion of breach or risk to security, integrity, or compliance, DC
SERVICES may suspend or restrict access in a proportionate manner. Suspension may precede or
accompany termination for cause and shall be lifted when risk is remedied.
8.6 Effects of Termination
Upon termination or expiry: (a) access rights cease and accounts may be disabled; (b) all amounts
due to become immediately payable; © each Party shall return or securely delete the other Party’s
confidential information and personal data in accordance with the GDPR Annexes (including data
return/export and deletion/retention obligations described in Annex A – C). Audit logs may be retained
to the extent permitted by law for evidentiary and compliance purposes.
8.7 Data Portability and Switching
DC SERVICES shall provide reasonable means for data export in accordance with the EU Data Act
and the GDPR Annexes, within a reasonable period after termination. Any switching, portability, and
interoperability rights under mandatory EU law shall not be restricted. The Parties acknowledge the
EU Data Act applicability as of 12 September 2025, and that switching charges (including data egress)
shall be phased out in accordance with the Act and shall not be imposed from 12 January 2027.
8.8 Form of Notice; Service of Notices
Termination and material notices under this Article shall be made in written or electronic form as
defined in Section 3.3 and sent to the designated contacts. Notices become effective upon receipt.
electronic delivery through the Portal or by email to the last notified address of the recipient shall
suffice.
8.9 Refunds and Prepaid Amounts
Unless otherwise provided in a specific agreement, fees already earned or due remain payable.
Prepaid amounts for periods following a termination for convenience initiated by DC SERVICES may
be refunded pro-rata for the unused period; no refund applies where termination is based on the
PARTNER’s breach.
8.10 Survival
Sections on confidentiality, data protection, fees due, audit logs and evidence, limitation of liability,
indemnification, governing law and jurisdiction, and limitation periods shall survive termination to
the extent necessary to give them effect.
Article 9 – Data Protection and Compliance
9.1 Reference Framework
Data protection obligations are governed by the GDPR Agreement which forms an integral part of the
contractual framework. Annex A sets out technical and organisational measures. Annex B sets out
roles, purposes and processing activities. Annex C provides definitions.
9.2 Roles and Responsibilities
Roles and purposes are determined in Annex B. DC SERVICES processes personal data to operate
the portal and the contractual framework. DC SERVICES does not become a party to contracts
concluded between Delivery Partners and Customers and does not process personal data for those
contracts beyond what is necessary to operate the portal and fulfil legal obligations. Partners remain
responsible for their own compliance outside the portal.
9.3 Lawfulness, Fairness and Data Minimisation
Each Party shall ensure a valid legal basis for its processing activities. Only the minimum personal
data necessary shall be uploaded or transmitted. Special categories of data shall not be processed
unless strictly necessary and lawfully justified. Unnecessary duplication and retention are to be
avoided.
9.4 Technical and Organisational Measures
DC SERVICES maintains appropriate measures to ensure confidentiality, integrity, availability and
resilience of processing, as described in Annex A. Measures are adapted in light of legal, regulatory
and threat-landscape developments and are documented in accordance with the annexes. Partners
shall implement commensurate measures on their side.
9.5 Subprocessors
DC SERVICES may engage third-party service providers for the operation of the services. DC
SERVICES shall maintain appropriate contractual safeguards and provide reasonable notice of
material changes; Partners may raise substantiated objections on data protection grounds.
9.6 International Transfers
Where processing involves transfers of personal data outside the European Union or the European
Economic Area, appropriate safeguards shall be implemented in accordance with Chapter V of the
GDPR. Standard Contractual Clauses or other recognised safeguards shall be used, together with
supplementary measures where required. Partners shall not route data outside the EU or the EEA
without ensuring adequate safeguards. DC SERVICES may use offshore locations where legally
permitted, provided that all transfers are covered by valid safeguards under the GDPR.
9.7 Personal Data Breaches and Security Incidents
Each Party shall immediately and, in any event, within 72 hours notify the other of personal data
breaches or security incidents that may affect the services or data processed under the contractual
framework. Notifications shall include the known facts, categories of data affected, likely
consequences and remedial actions. DC SERVICES will support regulatory notifications in
accordance with the GDPR where required.
9.8 Data Subject Rights and Coöperation
The Parties shall coöperate in good faith to enable the exercise of data subject rights under the
GDPR, including access, rectification, erasure, restriction, portability and objection. Requests
received by one Party that materially concern the other shall be forwarded without undue delay.
Responses shall be coördinated to ensure accuracy and timeliness.
9.9 Retention, Deletion and Return
Personal data shall be retained only for the period necessary to achieve the contractual purpose, to
comply with legal obligations, or where longer retention is justified by a documented legitimate
interest (such as maintaining a candidate pool for future opportunities), subject to applicable law.
Upon termination or expiry, personal data processed through the portal shall be returned or deleted
in accordance with Annex C and with applicable law. Audit logs and records may be retained to the
extent permitted by law for evidentiary and compliance purposes.
9.10 Data Protection Impact Assessments and Supervision
Where a Data Protection Impact Assessment or prior consultation with a supervisory authority is
required, the Parties shall coöperate as reasonably necessary. Each Party shall maintain a point of
contact for data protection matters.
9.11 Automated Decision-Making and AI Governance
Where automated decision-making or profiling is used within the services, it shall comply with the
GDPR requirements and with emerging obligations under the EU Artificial Intelligence Act as
applicable. High-risk uses are not intended within the portal. If a Partner introduces AI-driven
processing that triggers additional obligations, the Partner shall ensure compliance and inform DC
SERVICES in advance so that appropriate safeguards can be put in place.
9.12 Data Act Safeguards
Rights relating to access to data, use of data, portability, switching and interoperability shall be
respected in accordance with applicable European Union law, including the EU Data Act. DC
SERVICES shall provide reasonable means for export and switching without unjustified barriers and
shall not impose contractual terms that undermine non-waivable rights.
9.13 Audit and Information Rights
To the extent necessary to verify compliance with the GDPR Annexes and applicable law, DC
SERVICES may provide certificates, third-party audit reports and documented information on
measures. Where further verification is reasonably required, a Partner may conduct an audit on
reasonable notice, during normal business hours, without disrupting operations, and subject to
confidentiality. Audits shall be limited in scope and frequency to what is necessary to verify
compliance.
9.14 Accountability and Records
Each Party shall maintain records of processing activities to the extent required by law and shall
implement internal policies and training appropriate to its role. The Parties shall coöperate with
competent supervisory authorities upon request.
Article 10 – Changes and Amendments
10.1 Written Form; Hierarchy
Amendments, supplements and side agreements to any contract governed by these AGB require
written or electronic form as defined in Section 3.3. In case of conflict, the order of precedence
stated in Section 1.4 applies (specific agreement, then applicable annexes, then these AGB).
10.2 Unilateral Amendments by DC SERVICES
DC SERVICES may amend these AGB and non-price operational policies with effect for the future,
subject to 30 calendar days prior notice to the PARTNER by suitable means (including email or portal
notice). The notice will indicate the effective date and provide access to the updated version.
10.3 Partner Objection and Effects
The PARTNER may object in writing within the notice period. In case of timely objection, the previous
version shall continue to apply to the ongoing term of the respective agreement, without prejudice
to DC SERVICES’ right to terminate for convenience in accordance with Article 8. If no objection is
received within the notice period, the amendment shall be deemed accepted as of the effective date.
10.4 Material Amendments and Reasonableness
Where amendments concern material contractual obligations, they shall only be permissible to the
extent they are reasonable, taking into account the legitimate interests of both Parties. Any material
reductions in scope or functionality will be notified with adequate lead time and accompanied by
available alternatives or mitigation where feasible.
10.5 Data Act Safeguards
Amendments shall not reduce, restrict or otherwise adversely affect rights or obligations relating to
access to, use of, portability, switching or interoperability of data within the meaning of applicable
EU law, including the EU Data Act, unless the PARTNER has given its express written consent. Any
clause contravening mandatory Data Act fairness requirements shall be ineffective to the extent of
such contravention.
10.6 Annexes Governed by Specific Change Control
(a) GDPR Agreement follows the change and objection mechanisms set out in Article 9 and in the
GDPR Agreement itself.
(b) Annex A – C follow the change and objection mechanisms set out in Article 9 and the respective
annexes.
© Code of Conduct may be updated with future effect subject to prior notice and reasonableness;
no update may contradict mandatory law or these AGB.
10.7 Clarificatory and Non-Substantive Changes
Editorial, clarificatory or typographical corrections that do not affect rights or obligations may take
effect without prior notice; DC SERVICES will maintain version control and make the consolidated
text available.
10.8 Publication, Versioning and Evidence
DC SERVICES shall maintain a version archive of these AGB and applicable annexes, record the date
of each version and the effective date, and make the current version accessible to the PARTNER.
Portal audit logs and notice records may be used to evidence notification and version acceptance.
10.9 Third-Party Terms and Integrations
Changes by third-party providers (e.g., hosting, identity, messaging, e‑signature) may necessitate
adaptations by DC SERVICES. Such adaptations shall be reasonable and proportionate. Where
third-party changes materially affect the services, Article 4.5 applies in conjunction with this Article
10.
10.10 No Waiver
Failure by DC SERVICES to enforce any provision as amended shall not constitute a waiver. Any
waiver or deviation must be explicit and in written or electronic form as defined in Section 3.3.
Article 11 – Governing Law and Jurisdiction
11.1 Governing Law
These AGB and any agreement governed by them shall be construed and enforced under the laws of
the Federal Republic of Germany. The United Nations Convention on Contracts for the International
Sale of Goods (CISG) does not apply. Conflict-of-laws rules that would lead to the application of a
different law are excluded. Mandatory provisions of European Union law remain unaffected.
11.2 Place of Performance
Unless expressly agreed otherwise in a specific agreement or annex, the place of performance for
the obligations of DC SERVICES and of the PARTNER shall be the registered seat of DC SERVICES.
11.3 Forum Selection; Jurisdiction
All disputes arising out of or in connection with these AGB or any agreements governed by them shall
be subject to the exclusive jurisdiction of the competent courts in Munich, Germany.
11.4 Interim Relief and Enforcement
Nothing in these AGB prevents a Party from seeking interim measures, injunctive relief or
enforcement of judgments before competent courts. The availability and conduct of such measures
are governed by German procedural law.
11.5 Contract Language and Interpretation
The contract language is English. Translations may be provided for convenience; in case of
discrepancies, the English version prevails.
11.6 Severability of Forum Clause
If any element of this Article 11 is found invalid or unenforceable in a particular case, the remaining
provisions shall remain in full force, and the Parties shall replace the affected element with a valid
provision that most closely reflects the original intent.
Article 12 – Miscellaneous /Final Provisions
12.1 Entire Agreement and Integration
These AGB together with the applicable agreements and annexes constitute the entire agreement
between the Parties regarding their subject matter and supersede all prior understandings on the
same subject. The order of precedence in Section 1.4 applies.
12.2 Severability and Blue-Pencil
If any provision of these AGB or of an agreement governed by them is invalid or unenforceable, the
remaining provisions remain in force. The invalid provision shall be replaced by a valid provision that
comes closest to the economic intent. Courts are requested to apply a blue-pencil approach.
12.3 Assignment and Transfer
The PARTNER may not assign, transfer or otherwise dispose of rights or obligations without prior
written consent of DC SERVICES. DC SERVICES may assign to affiliates or in connection with a
reorganisation, merger, sale of business or similar transaction. Any assignment in breach of this
clause is void.
12.4 No Partnership, No Agency, No Employment
Nothing in the contractual framework creates a partnership, joint venture, employment, franchise or
agency relationship between the Parties. The PARTNER is an independent contractor and shall not
represent that it has authority to bind DC SERVICES. This clause supports the AÜG Compliance
Annex.
12.4 No Partnership, No Agency, No Employment
Nothing in the contractual framework creates a partnership, joint venture, employment, franchise or
agency relationship between the Parties. The PARTNER is an independent contractor and shall not
represent that it has authority to bind DC SERVICES. This clause supports the AÜG Compliance
Annex.
12.5 Confidentiality
Each Party shall keep confidential all non-public information received from the other Party in
connection with the contractual relationship and use it only for performance of the contract.
Disclosure is permitted to personnel, advisors and service providers under confidentiality duties and
to the extent required by law or by a competent authority. More specific or stricter confidentiality
terms in a separate NDA or in a specific agreement prevail.
12.6 Publicity and References
Use of corporate names, trade names, logos or trademarks of the other Party for marketing, press
releases or references requires prior written consent, unless mandatory law provides otherwise.
12.7 Notices
Notices and declarations under the contractual framework shall be made in written or electronic
form as defined in §3.3 and sent to the designated contacts. Notices sent via the Portal, or by email
from and to the last notified business addresses, are valid. A notice is deemed received on the day
of delivery recorded by the Portal, or on the business day following transmission by email, unless
evidence shows otherwise.
For DC SERVICES, the designated contact address is: info@dc-services.eu
Each Party may update its contact details by written notice or Portal communication.
12.8 No Waiver
Failure or delay by a Party to exercise a right does not operate as a waiver. A waiver or consent is
effective only if given in written or electronic form in accordance with Section 3.3 and applies only to
the specific instance.
12.9 Counterparts and Electronic Signatures
Contracts may be executed in counterparts and by electronic signatures. The Parties recognise
qualified and advanced electronic signatures and commonly used e‑signature solutions as valid
under applicable law.
12.10 Interpretation
Headings are for convenience and do not affect interpretation. In case of doubt, business usages
and the systematic context of the contractual framework shall be considered. No rule of
construction against the drafter applies.
12.11 Further Assurances
Each Party shall execute and deliver such further documents and take such further actions as may
be reasonably necessary to give full effect to the contractual framework.
12.12 Costs and Taxes
Each Party bears its own costs incurred in negotiating and entering into the contractual framework.
Taxes are borne as set out in Article 6 and in the Annex – Payment Terms.
12.13 Survival
Provisions which by their nature are intended to survive termination or expiry remain in force,
including confidentiality, fees due, audit logs and evidence, limitation of liability, indemnification,
governing law and jurisdiction, limitation periods, data protection and return or deletion of data.