Terms of Service
The general terms on which SDH IT GmbH provides development and consulting services
Looking for the terms of the AI Intake Agent service? They are a separate document, because a hosted software service and a development engagement are different contracts with different risks. You will find them at AI Intake Agent — Terms of Service. This page does not govern that service.
These general terms are being drafted and are not yet in force. Until they are published in full, the terms of any engagement with SDH are those set out in the signed offer, order form or framework agreement between us and the client. Nothing on this page creates or replaces a contractual obligation.
Who we are
SDH IT GmbH, Anckelmannplatz 1, EG, Aufgang C, 20537 Hamburg, Germany.
Represented by the managing director: Vasyl Kuchma
Commercial register: Amtsgericht Hamburg, HRB 140320
VAT identification number: DE306650237
Telephone: +49(0)4023608920 · E-mail: info@sdh-it.com
Further details are in our imprint, and our privacy policy explains how we handle personal data.
What this document will cover
The sections below are the structure of the general terms. Each is marked as outstanding, and the text will be published here once it has been settled.
1. Scope
Which engagements these terms apply to, the order of precedence between them and a signed offer, and the exclusion of a client's own purchasing conditions. [to be completed]
2. Services and how they are agreed
How a statement of work comes into existence, the difference between work performed against a specification and services billed by time, and how changes to scope are handled. [to be completed]
3. The client's cooperation
Access, environments, test data, named contacts, and the consequences of delay on the client's side. [to be completed]
4. Acceptance
How deliverables are presented, the period for acceptance, what counts as a defect, and what happens when acceptance is refused. [to be completed]
5. Fees, invoicing and payment
Rates, invoicing cycle, payment terms, expenses, and default interest. [to be completed]
6. Intellectual property
What rights pass to the client on payment, what SDH retains — including pre-existing components, know-how and reusable libraries — and the treatment of open-source components. [to be completed]
7. Confidentiality
What is confidential, for how long, and the permitted disclosures. [to be completed]
8. Data protection
Which party is controller and which is processor in a development engagement, and when a separate data processing agreement under Article 28 GDPR is required. [to be completed]
9. Warranty and liability
To be drafted under German law: a blanket exclusion of liability is void under sections 305 to 310 BGB and would leave SDH with unlimited liability, so this section will use the tiered structure — intent and gross negligence, injury to life, body or health, guarantees given, mandatory statutory liability, and a cap on ordinary negligence in respect of material contractual duties. [to be completed]
10. Staff
Non-solicitation, and the boundary between a service contract and the hiring-out of workers under the AÜG. [to be completed]
11. Term and termination
Notice periods, termination for cause, and what happens to work in progress, credentials and data on exit. [to be completed]
12. Final provisions
Written form, assignment, severability, governing law and place of jurisdiction. [to be completed]