Terms & Conditions

These Terms and Conditions govern the provision of IT services, consulting, and related professional services by DMG Infotech UG (haftungsbeschränkt) (hereinafter “DMG”, “we”, or “us”) to business clients (hereinafter “Client”). These terms apply exclusively to B2B relationships (§ 14 BGB).

1. Scope of Services

DMG Infotech UG (haftungsbeschränkt) provides the following categories of professional IT services:

• Maritime IT/OT Support — Vessel IT infrastructure, Starlink commissioning, network setup, IT/OT convergence
• Cyber Security Consulting — ISO 27001 ISMS gap analysis, NIS2 compliance, IMO cyber risk assessments, penetration testing
• Microsoft Cloud Services — Dynamics 365 Business Central implementation, AL development, Microsoft 365 deployment and tenant management
• Retail & Hospitality — POS system deployment, WhatsApp commerce integration, hospitality & retail technology solutions
• Hardware & Infrastructure — Hardware procurement, configuration, and on-site installation

The specific scope, deliverables, timelines, and pricing for each engagement are defined in individual Statements of Work (SOW) or written agreements, which take precedence over these general terms.

2. Contract Formation

A binding contract is formed when:

• The Client accepts a written quote or proposal from DMG Infotech UG (haftungsbeschränkt) in writing (including email), or
• Both parties sign a Statement of Work or Master Service Agreement, or
• DMG Infotech UG (haftungsbeschränkt) commences services with the Client’s knowledge and without objection.

Verbal agreements require written confirmation to be binding. These Terms & Conditions are incorporated by reference into all agreements unless expressly superseded by a signed MSA.

3. Client Obligations

The Client agrees to:

• Provide timely access to systems, networks, vessels, and personnel necessary for service delivery
• Designate a qualified point of contact for project coordination
• Provide accurate and complete information relevant to the engagement
• Obtain all necessary third-party consents and licences prior to DMG commencing work
• Comply with all applicable laws and regulations, including maritime and data protection law
• Pay invoices within the agreed payment terms (default: 14 days net)

4. Payment Terms

Unless otherwise agreed in writing:

• Invoices are due within 14 calendar days of the invoice date
• Project-based engagements may require a 30–50% deposit prior to commencement
• Late payments accrue interest at 9 percentage points above the base rate per § 288 Abs. 2 BGB
• All prices are exclusive of applicable VAT (MwSt.) unless stated otherwise
• Expenses (travel, hardware, third-party licences) are billed at cost plus 5% handling unless pre-agreed

5. Intellectual Property

Upon full payment of all outstanding invoices for the relevant engagement:

• Custom deliverables (configurations, code, documentation) produced specifically for the Client are assigned to the Client
• DMG Infotech UG (haftungsbeschränkt) retains all rights to pre-existing methodologies, frameworks, tools, and generic knowledge
• DMG Infotech UG (haftungsbeschränkt) may use the Client’s name and project description as a reference (case study) unless the Client objects in writing

6. Confidentiality

Both parties agree to keep confidential all non-public information received from the other party in connection with the engagement. This obligation survives termination of the agreement for a period of 3 years. Exceptions apply to information that is publicly available, independently developed, or required to be disclosed by law.

For engagements involving sensitive maritime or critical infrastructure data, a separate Non-Disclosure Agreement (NDA) may be required prior to commencement.

7. Limitation of Liability

To the maximum extent permitted by applicable law:

• DMG Infotech UG (haftungsbeschränkt)'s liability for direct damages is limited to the fees paid for the specific service giving rise to the claim in the 3 months preceding the claim
• DMG Infotech UG (haftungsbeschränkt) excludes liability for indirect, consequential, or incidental damages including loss of revenue, data, or business opportunities
• Nothing in these terms excludes liability for gross negligence, wilful misconduct, or personal injury
• For ISO 27001 and cyber security advisory services, DMG’s liability is strictly limited to advisory outputs; the Client remains responsible for implementing recommendations

8. Termination

Either party may terminate an ongoing service engagement with 30 days written notice, unless a shorter or longer notice period is specified in the relevant SOW. DMG Infotech UG (haftungsbeschränkt) may terminate immediately for non-payment exceeding 30 days or material breach by the Client. Upon termination, the Client shall pay for all services delivered up to the termination date.

9. Governing Law & Jurisdiction

These Terms are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or relating to these Terms is Hamburg, Germany, provided the Client is a registered business (Kaufmann).

10. Miscellaneous

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force (severability). These Terms constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior discussions, unless a signed MSA exists. DMG Infotech UG (haftungsbeschränkt) reserves the right to update these Terms; the updated version applies to new engagements from the date of publication.

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