Last updated May 7, 2026
These general terms and conditions (hereinafter "Terms") apply to any contract, order, engagement or assignment entered into by and between ScaleVector GmbH (hereinafter "ScaleVector") and a Client (hereinafter "Client"). ScaleVector and Client hereinafter also referred to as "Party" and jointly referred to as "Parties".
No Confidential Information is information that has been known to the public or has been publicly accessible before the communication or delivery of the information by the owner or that becomes known to the public or publicly accessible at a later time without breach of confidentiality, that has been demonstrably known to the recipient before the disclosure by the owner and without breach of confidentiality, that was acquired by the recipient itself without use of or reference to Confidential Information of the owner or that was disclosed or made accessible to the recipient by a third party without breach of confidentiality.
A) ScaleVector is a company focused on creating software solutions for software engineers in the data space.
B) The Client appoints ScaleVector to perform services on an ongoing basis, subject to the relevant Quote. The following Terms shall form the basis for the collaboration between the Parties.
1.1 Any business relationship and any Quote between the Parties shall be exclusively governed by these Terms. The Client's terms and conditions, if any, shall have no validity or effect, unless expressly accepted by ScaleVector in writing. Any individual agreement entered into by and between the Parties shall prevail over these Terms, as far as explicitly accepted by both Parties.
1.2 For the term of the Quote, the Client appoints ScaleVector particularly to independently consult, plan, perform and control the offered services with the aim of advising the Client in their adoption of within its own organisation.
1.3 Specific measures shall be provided in accordance with any Quote (as defined above) entered into by and between the Parties, governed by these Terms. Quotes, including for the sake of clarity, single orders, shall only be effective if accepted in writing and countersigned by the Client.
1.4 The following applies to any notice, declaration, warning or other communication that must be done "in writing", or is subject to the requirement of "written form" according to these Terms, the Quote or statutory law: Sec. 126, 126a German Civil Code do apply. If any declaration is transmitted by telecommunications, the written form is also deemed to have been complied with if the transmitted copy includes the signature of the issuer; in this case, the subsequent transmission of a properly signed acceptance or electronic signature can be requested by the receiving Party.
1.5 ScaleVector shall safeguard the Client's interests to the best of its abilities. In the interest of a trusting collaborative relationship, the Client shall provide all data that is essential and necessary for ScaleVector to provide the service, which is to be kept strictly confidential.
2.1 ScaleVector's services shall be provided by experienced staff.
2.2 ScaleVector shall perform the contractual services as an independent contractor with ScaleVector staff or external ScaleVector staff; the Client expressly agrees thereto. Under no circumstances shall a contractual relationship be established between the Client and the ScaleVector staff or external ScaleVector staff. Furthermore, the Client shall not be authorised to organise or give instructions to the ScaleVector staff or external ScaleVector staff, particularly with regard to any staff decisions on
In no case shall the Client treat ScaleVector staff or external ScaleVector staff like its own staff, but may give ScaleVector recommendations on how to better achieve the overall goal. The Client is also not entitled to give ScaleVector staff or external ScaleVector staff personal instructions for their work. If, during the performance of the Quote, ScaleVector staff or external ScaleVector staff are named in groups of people (team, group, committee etc.) together with the Client's staff, this wording merely takes into account the common use of language known at the Client's, without prejudice to the fact that
2.3 Unless otherwise explicitly agreed, ScaleVector's business premises shall be considered agreed for meetings and presentations and the written transmission by e-mail shall be considered agreed as the method for transferring the results.
2.4 In case of concept changes, additional costs are to be calculated in advance and approved by the Client.
3.1 The Client is obliged to promptly provide ScaleVector with the Purchase Specifications (as defined above) required to provide the service according to the Quote, which are to be kept strictly confidential.
3.2 Client represents and warrants that ScaleVector's use of any Purchase Specifications made available to ScaleVector for use when providing the service will be legitimate and will not infringe third-party rights. Furthermore, the Parties agree that ScaleVector may assume Purchase Specifications to be correct, complete and comprehensive.
3.3 The Client shall particularly provide ScaleVector with the resources stated in the approved project plan in order to provide the services as per Quote on time and to the required quality. Any such Purchase Specifications made available to ScaleVector to support it in its activities shall remain the Client's property and shall be promptly returned to the Client at the end of the contractual relationship, unless they have been used up in accordance with the intended use or the Client has agreed for all the materials to remain with ScaleVector.
3.4 The Client shall ensure that all project-relevant decisions are made promptly so that the project planning of ScaleVector is not at risk. This also includes the Client ensuring that services provided by third parties are performed on time and to the required quality.
3.5 The Client shall ensure that all of its contributions (including product training and, if necessary, the practical induction of ScaleVector staff or external ScaleVector staff) are performed immediately and in good time. The Client is also obliged to inform ScaleVector promptly and in good time about all (pending) changes, particularly about price components, contractual conditions, service details and production changes of the Client's relevant Products according to the Quote.
3.6 The Client undertakes to inform ScaleVector about which people have access to the work and services of ScaleVector. At ScaleVector's request, the Client shall provide evidence thereof without undue delay.
3.7 If explicitly agreed, ScaleVector shall provide the Client with a detailed proposal for the provision of the services before performing a Quote, which may also include a budget plan if agreed. In this case, the Client shall inform ScaleVector within a reasonable period of time, generally no longer than five (5) working days, whether it accepts or rejects the proposal.
3.8 If the Client accepts ScaleVector's proposal, this shall be considered approval of the relevant cost estimate.
3.9 The Client hereby agrees to provide ScaleVector with feedback on a regular basis via feedback tools provided by ScaleVector in order to improve the quality of performance and to optimise the cooperation.
4.1 Unless otherwise stated, all prices agreed between the Parties shall be net of taxes. Additional remuneration for services not defined in the Quote shall only be due if this has been agreed in writing in advance with the Client.
4.2 ScaleVector shall send the Client an invoice for each Quote, due and payable without deductions via wire transfer (method of payment) within fourteen (14) calendar days of receipt. Timeliness of payment shall be determined based on the date the invoice amount is credited to ScaleVector's business account (as stated in the invoice). Upon expiration of this payment deadline, the Client shall be automatically in default on payments, without a reminder being sent.
4.3 Expenses incurred by ScaleVector, including but not limited to shipping and copying costs, shall be reimbursed subject to prior approval by the Client and within fourteen (14) days.
4.4 Travel expenses to the Client's company headquarters shall be borne by the Client. Costs for all other travel shall be charged to the Client subject to its prior written consent. ScaleVector shall select the most efficient method of travel (particularly but not exclusively train, plane, car). For train travel, ScaleVector shall be reimbursed for second-class tickets for a travel time of less than 2 hours per journey and for first-class tickets for a travel time of more than 2 hours per journey.
4.5 ScaleVector may charge expenses to the Client upfront, by issuing an invoice over the respective amount. Copies of receipts and invoices proving the expenses incurred will be made available to Client upon request and against payment of an additional Handling Fee.
4.6 The Client is only entitled to exercise a right to offset or retention if the claim is legally established as final, recognised by ScaleVector or uncontested by ScaleVector.
4.7 The Client may also pay the invoice by direct debit or credit card (in addition to payment on account).
ScaleVector shall be entitled to mention the Client for reference purposes offline and online on the website, on social media etc. (only the name and a link to the Client's website may be mentioned) during and beyond the term of the relevant Quote or of any contractual relationship with ScaleVector.
6.1 Deadlines and dates for delivery of the services shall only be approximate, unless the Parties have expressly agreed that one or more particular deadline(s) is/are to be considered as peremptory.
6.2 Project planning shall be checked periodically by ScaleVector. If necessary, ScaleVector must indicate any updates that become necessary. Any resulting date changes and resource bottlenecks and problems with the quality of the results are to be reported to the Client immediately.
6.3 The Parties agree and accept that ScaleVector's obligations regulated hereunder and within any related Quote shall be of means and not of result. Nevertheless, should the Parties from time to time agree differently and should therefore ScaleVector be obliged to deliver a specific result ("Deliverables"), the following shall apply:
ScaleVector shall make the Deliverables available to the Client within the agreed deadline for approval. The Client may deny approval within seven (7) days by stating the reasons for denial. The Client may not deny approval based on immaterial defects. After expiration of the seven-days period without any objection being received, the Deliverables shall be deemed as irrevocably approved.
7.1 The Parties acknowledge and agree that the provision of services by ScaleVector regulated hereunder shall not result in any intellectual property rights being transferred from one Party to the other. Each Party shall retain all rights in its respective intellectual property and ScaleVector shall not create any intellectual property at the Client's request or on the Client's behalf.
7.2 Without prejudice to the above, where ScaleVector should from time to time create any work or asset protected or eligible for protection under applicable intellectual property laws ("Work") during the performance of these Terms or any related Quote, and such Work should be created exclusively for the Client's specific needs and requirements, without recourse to any pre-existing intellectual property owned by ScaleVector or by its licensors, the following shall apply:
Subject to the settlement of all relevant invoices, ScaleVector shall transfer to the Client rights of use if intellectual property embodied in work to the extent necessary for the agreed use. In case of doubt, ScaleVector shall fulfill its obligation by granting non-exclusive, worldwide rights of use for an unlimited period of time. Any further use, particularly editing and elaborating, requires ScaleVector's prior written consent. Rights of use in raw materials, individual combinations of advertisements and defined target groups or the provision of individual contact and network systems beyond the agreed term may be negotiated separately and require an appropriate additional compensation. The Parties agree that ScaleVector is not obligated to transfer additional rights of use to the Client.
7.3 For the avoidance of doubt, any rights of use not fully paid up according to the section above shall remain with ScaleVector.
7.4 If ScaleVector uses third parties to fulfil the Quote, it shall obtain the relevant rights of use for the Client unlimited in time, space, purpose and in any other way and transfer these to the same extent to the Client.
7.5 ScaleVector shall inform the Client beforehand of any restrictions to the rights of use.
7.6 The transfer of the rights of use from the Client to third parties requires the prior written permission of ScaleVector.
8.1 To the extent ScaleVector should deliver any tangible or non-tangible goods when performing these Terms or any related Quote, the following shall apply: Unless otherwise specified below, statutory provisions shall apply to the rights of the Client in case of defects of quality and title (including incorrect and short deliveries).
8.2 The agreed quality of the products for the service provided by ScaleVector shall result from the product descriptions designated as such that were given to the Client before signing the Quote or included in the Quote.
8.3 If the quality has not been agreed, the (non)existence of defects shall be assessed according to statutory law.
8.4 ScaleVector is entitled to make the owed remedy conditional upon payment of the due remuneration by the Client. However, the Client is entitled to retain an amount of the remuneration that is proportionate to the defect.
8.5 Claims for damages or the reimbursement of expenses asserted by the Client shall only exist for defects according to Sec. 9 of these Terms; any further claims are excluded.
