Terms and Conditions

Status: 28 January 2020


These general terms and conditions consist of

  • the General Conditions, Part A,
  • the Special Conditions for Work Services, Part B,
  • the Special Conditions for the Provision of Software, Part C.


All parts are hereinafter collectively referred to as "T&C".

These T&C apply to all contracts, on the basis of which ICARUS Consulting GmbH, based in Lüneburg, Germany - hereinafter referred to as "ICARUS" - provides or carries out services and/or deliveries (including the delivery of hardware and the provision of software) - hereinafter referred to collectively as "services" - to its commercial contract partner - hereinafter referred to as "customer".



1.1. The provisions of Part A shall apply unless otherwise provided for in Parts B to C inclusive.

1.2. Only these T&C and, if applicable, further terms and conditions of ICARUS apply, as far as the latter are expressly agreed upon with the customer. Terms and conditions of the customer do not become part of the contract even if ICARUS does not expressly contradict their inclusion. If the client does not agree with this, he must immediately inform ICARUS of this fact in writing. The formal reference to the customer's terms and conditions is hereby expressly contradicted.

1.3. A renewed reference to the validity of these T&C in future offers and contracts is not required.


2.1. ICARUS has the right to change the T&C with effectiveness also within the existing contractual relationship under observance of the following procedure.

2.2. ICARUS will inform the client about changes of the T&C at least 30 days before the planned entry into force of the changes. The client can object to the changes in writing within 30 days after receipt of the notification. If there is no objection and the client continues to use the services after the expiry of the objection period, the changes are considered to be valid for all services provided after the expiry of the period.

2.3. With the aforementioned notification ICARUS points out the aforementioned deadline as well as the legal consequences of its expiration in case of non-observance of the possibility to object.


3.1. The general descriptions of the services of ICARUS (e.g. on the websites or in advertising brochures) are not binding and do not represent an offer to conclude a contract.

3.2. All offers of ICARUS are subject to change and non-binding, unless a binding period is expressly stated in the offer. If an offer from ICARUS is expressly designated as binding, but without the specification of a binding period, ICARUS is bound to the offer for 4 weeks from the date of the offer.

3.3. Orders of the client are considered accepted by ICARUS only if they are confirmed by ICARUS in writing or by e-mail, in any case by the beginning of the provision of the ordered services.

3.4. We do not take over a procurement risk if we have concluded a purchase contract for the owed delivery with our supplier, unless we are responsible for the untimely or incorrect self-supply. The customer will be informed immediately about the non-availability of the delivery. Any payment already made will be refunded immediately.

3.5. If a leasing or financing offer is made in addition to a purchase offer, this shall be subject to the leasing company or bank taking over the leasing contract or financing. If the customer's application is rejected, we are entitled to withdraw from our offer.

3.6. We reserve the property rights and copyrights to our illustrations, drawings, calculations, concepts, plans and other documents; they may not be made available to third parties without our express, prior and written permission.


4.1. Decisive basis for the content and scope of services is the order confirmation of ICARUS or, if no such confirmation exists, the offer of ICARUS.

4.2. ICARUS reserves the right to make customary deviations in quantity, weight and quality as well as minor technical, constructional and design changes, in particular improvements, even after conclusion of the contract, if and insofar as these changes are reasonable for the client.

4.3. As far as the Customer has a specification of ICARUS, which is called a performance or product description, the characteristics or condition of the respective performance will be finally determined. The assumption of a guarantee is not to be accepted for such performance descriptions, illustrations, references to DIN standards etc.


5.1. ICARUS provides all services itself or through third parties.

5.2. For services which ICARUS provides at the request of the client at a location other than ICARUS' place of business, travel costs and expenses are charged according to paragraph 15.1, unless otherwise agreed.

5.3. Unless a specific procedure has been agreed upon, ICARUS provides the services at its own discretion and according to the proven state of the art.

5.4. ICARUS is entitled to partial services - which can also be invoiced separately - if and insofar as their acceptance does not involve disproportionate expenses for the client and the benefit of the service is not significantly limited.


6.1. All delivery and performance dates and deadlines as well as execution periods mentioned by ICARUS in the offer and/or otherwise are non-binding orientation values, unless ICARUS expressly designates dates and/or execution periods as binding.

6.2. A bindingly agreed upon delivery time is kept, if the object of delivery was brought to the dispatch or fetched within the period or, if the dispatch or the fetching is delayed for reasons, which ICARUS does not have to represent, if the report of the readiness for dispatch took place within the agreed upon period.

6.3. All dates and execution periods are subject to correct, complete and timely delivery to ICARUS. This applies only in the case that ICARUS is not responsible for the non-delivery, especially if a congruent hedging transaction is concluded with the respective supplier.

6.4. All dates and execution deadlines are postponed or extended subject to all other rights by the time in which the customer is in default of payment.


7.1. The customer can propose changes and additions to the services at any time after the conclusion of the contract. ICARUS will arrange for an analysis of the proposal. For this ICARUS can demand payment according to the time spent according to the agreed hourly or daily rates.

7.2. Prerequisite for the implementation of changes or additions proposed by the client after conclusion of the contract is a corresponding agreement between the parties, in writing or by email. Unless otherwise agreed in such an amendment agreement with regard to dates and/or execution deadlines, the implementation of an amendment agreement shall result in a postponement of agreed performance dates and an extension of agreed execution deadlines in accordance with the amount of work involved in the amendment or supplement.


8.1. Unless otherwise agreed, the transfer of services takes place at the place of business of ICARUS.

8.2. The dispatch of hardware and/or software and/or performance results as well as the transfer of services to the client is at the client's risk.

8.3. The customer is obliged to accept the services in due time.

8.4. ICARUS reserves the right to insure deliveries against transport damage and loss. The customer is obligated to report any damage and/or loss to ICARUS immediately after delivery so that ICARUS can protect claims against the transport insurer.

8.5. The customer is obliged to accept and check the services in due time. The legal obligations to give notice of defects according to § 377 HGB (German Commercial Code) apply.


9.1. All delivered goods, including in particular documentation and software, remain the property of ICARUS until full payment of the purchase price and until all claims resulting from the business relationship have been settled in full (extended reservation of ownership). Any kind of disposal of the goods under retention of title by the customer is only permitted in the regular business transactions of the customer. Under no circumstances, however, may the goods be transferred to third parties as security in the course of regular business transactions.

9.2. If the goods are sold in the regular course of business, the purchase price paid shall take the place of the goods. The customer hereby assigns to ICARUS any claim arising from a possible sale. The customer is authorized to collect these claims as long as he meets his payment obligations to ICARUS. In consideration of the extended reservation of ownership (advance assignment of the respective purchase price claim), an assignment to third parties, in particular to a credit institution, is contrary to the contract and inadmissible. ICARUS is entitled at any time to check the sales documents of the Customer and to inform his customers of the assignment.

9.3. If the customer's claim is included in a current account, the customer hereby assigns his claim from the current account against his buyer to ICARUS. The assignment is made in the amount that ICARUS had charged the customer for the resold goods subject to reservation of ownership.

9.4. In the case of a seizure of the goods at the customer ICARUS is to be informed immediately by sending a copy of the execution protocol and an affidavit that the seized goods are the goods delivered by ICARUS and are under reservation of ownership.

9.5. If the value of the securities according to the preceding paragraphs of this number exceeds the amount of the hereby secured still open demand after deduction of the security costs for the foreseeable duration by more than 20%, the client is entitled to require the release of securities from ICARUS to the extent that the excess is present.


10.1. The client supports ICARUS in providing the agreed services as far as necessary and reasonable for the client and ensures in the context of his cooperation that in his area of responsibility all conditions for the proper execution of the contract are fulfilled in time and free of charge for ICARUS. In particular, the client will, as far as necessary and reasonable, provide ICARUS in a timely manner with all documents and information necessary for the contractual performance of the services. PC workstations, printers, computer time, test data), provide ICARUS or its representatives with access to the locations and services concerned within the usual working hours or the agreed service provision times, and encourage its employees to cooperate with ICARUS or its representatives. Further cooperation services of the client are described in the offer if necessary.

10.2. As far as special legal, official and/or operational safety regulations are to be considered, the customer will make these regulations available to ICARUS in time before the beginning of the achievement contribution.

10.3. The customer will inform ICARUS immediately of any errors and defects in the services he has discovered.


11.1. All provisions of the client (software, data, documents etc.) agreed between the parties or required by the client must be provided by the client in time, free of charge for ICARUS and in the form and quality required for the contractual performance. The place of supply is the registered office of ICARUS, unless otherwise agreed in individual cases.

11.2. The customer is solely responsible for the materials provided. In particular, the supplies must not violate applicable law (including copyright and other rights of third parties).

11.3. As far as provisions of the Customer are protected by copyright or other protective statutes such as the German Trademark Act, the Customer grants ICARUS the non-exclusive right, limited to the duration of the contract, to use the provisions within the scope of the contractual performance of services. All other rights remain with the customer.


12.1. If the client does not comply with his obligations to cooperate and/or provide goods and if ICARUS is hindered in the provision of services by this, ICARUS can refuse the owed services until the cooperation services and/or goods are provided according to the contract. Such delays on the part of the client lead to a corresponding postponement or extension of bindingly agreed upon dates and execution deadlines.

12.2. The customer is obliged to compensate ICARUS for any damages caused by the inadequate cooperation or provision of the customer.


13.1. Unless otherwise agreed, it is the responsibility of the customer to create the conditions (e.g. connection to the data network, procurement and operation of the necessary hardware and software, provision of storage space) for the contractual use of the services within his area of control.

13.2. ICARUS takes all reasonable measures to exclude dangers by malware. However, ICARUS cannot guarantee the complete security of its systems and software. The client is therefore obliged to take all reasonable measures in his area of responsibility to protect his systems from malicious software.


14.1. Unless expressly agreed otherwise, all services shall be rendered and invoiced according to the time spent and the hourly or daily rates stated in the offer. In the event of additional expenditure exceeding the time and effort offered, the services will be rendered and invoiced on the basis of a supplementary offer to be submitted, if applicable. Calculations of expenditure contained in the offer or otherwise stated are non-binding, unless they are expressly designated as a fixed price or binding upper limit.

14.2. ICARUS records the number of hours spent according to the time spent and keeps corresponding records (expense reports). The expenditure of time is to be confirmed in writing by the client at any time on request of ICARUS, in any case however with completion of the respective service provision. If a binding fixed price is agreed upon for a service as remuneration, then this fixed price covers only the services listed in the offer of ICARUS with reference to this fixed price or otherwise expressly agreed upon with concrete reference to the fixed price.

14.3. Item 14.2 applies accordingly to the agreement of recurring (e.g. monthly) remuneration.

14.4. Unless otherwise agreed, the prices are ex works. The costs for dispatch, transport, packaging, insurance, customs etc. shall be charged separately.


15.1. Travel costs and expenses for business trips are charged to the customer as follows, unless otherwise agreed:

- Travel times shall be calculated as working hours, whereby the agreed hourly rate shall be used as a basis. If no such hourly rate has been agreed, the hourly rate for travel times shall be EUR 100.00.

- Daily expenses shall be charged according to the applicable tax flat rates for additional expenses for meals.

- Accommodation costs shall be charged in full, with proof of the costs incurred.

- Costs for public transport (train, bus, plane, etc.) will be charged in full upon proof of the costs incurred. For journeys by car, the agreed kilometre rate shall be charged per kilometre driven. If no such rate is agreed, the kilometre rate shall be EUR 0.30 per kilometre driven.

15.2. If materials are sent or returned by post, flat rates for shipping and handling will be charged, unless expressly agreed otherwise.

15.3. Costs and expenses arising from services not covered by the contractual agreements shall be borne by the customer.

15.4. The same applies to costs and expenses which ICARUS incurs due to incorrect or incomplete customer information, deficient cooperation services or obligations to provide by the customer or notices of defect by the customer which turn out to be incorrect (e.g. because the defect in question is not covered by the contractual or legal warranty obligations of ICARUS) and/or due to relevant defect analysis and/or defect removal activities.


16.1. All agreed prices and remunerations are subject to the statutory value added tax applicable at the time of performance of the service.

16.2. Unless otherwise expressly agreed, ICARUS will invoice its services as follows:

- for deliveries of hardware or software: upon delivery;

- for remuneration according to expenditure and for training: 14 days and/or with completion of the service provision;

- for recurring remuneration: monthly in advance or for the current month;

- if a binding fixed price has been agreed upon: according to the payment plan agreed upon in the offer or otherwise; if no payment plan has been agreed upon: upon acceptance of the respective service by the customer.

However, ICARUS reserves the right to perform services only against prepayment.

16.3. Travel expenses are usually invoiced to the customer in the month of the journey or in the following month.

16.4. Agreed prices and remunerations are due upon receipt of the invoice and are to be paid within 30 days without deduction, unless the invoice states a different payment period. Discounts will not be accepted.

16.5. Payments are considered made on the day and place where ICARUS can dispose of the amount. Cheques and bills of exchange are accepted, if at all, on account of payment and are only considered as payment after they have been cashed. Discount charges and costs are at the expense of the customer. Payments may only be made in the agreed currency.

16.6. If the client is in default of payment, ICARUS can demand default interest of 9% above the base rate. ICARUS reserves the right to assert higher damages caused by delay.


17.1. The client can only offset against claims of ICARUS with counterclaims that are legally binding or not disputed.

17.2. Rights of retention of the customer are only permitted if they concern claims based on the same contractual relationship.


18.1. Unless otherwise agreed, contracts for the provision of recurring services (e.g. maintenance contracts) shall generally run for an indefinite period, with a minimum term of 12 months.

18.2. Upon expiry of the minimum term or the extension period, the contract shall be extended by 12 months in each case, unless it has been terminated at the end of the minimum term or the respective extension period by giving 6 months' notice to the end of the (minimum) contract term.

18.3. The right of each party to terminate the contract for good cause remains unaffected. An important reason is for ICARUS in particular if the customer violates his payment obligations despite reminders.

18.4. The cancellation requires text form to be effective.


19.1. Unless otherwise expressly agreed, ICARUS does not guarantee that the services provided by ICARUS work together with services or products of third parties.

19.2. If ICARUS is obligated to the client to remove defects, the client must describe the defects as precisely as possible in the form of defect reports. ICARUS first provides warranty for defects by supplementary performance, at the choice of ICARUS by repair or replacement. The client allows ICARUS at least two attempts of supplementary performance.

19.3. ICARUS will pay damages and compensation for futile expenditure due to a defect only within the framework of paragraph 20.

19.4. A self-remedy of the defect by the client, especially with the involvement of third parties, is excluded.

19.5. Claims from the legal liability for defects become time-barred, except in cases of fraudulent intent, after 12 months from delivery of the products or from acceptance of the services concerned.


20.1. In brochures, advertisements, documentations and on the web pages contained data of ICARUS are no guarantee declarations and contain no assurance of characteristics.

20.2. As far as the scope of application of the Telecommunications Act (TKG) is opened, the liability of ICARUS is limited according to § 44a TKG. Outside the scope of application of the TKG, the liability of ICARUS is based on the following provisions.

20.3. ICARUS is only liable in case of its own fault as well as in case of fault of its legal representatives, executives and other vicarious agents, in accordance with the following regulations.

20.4. ICARUS has unlimited liability for damages caused intentionally or through gross negligence by ICARUS or its legal representatives, executives or other vicarious agents.

20.5. In the case of a slightly negligent breach of an obligation which the client could trust to be fulfilled and the fulfilment of which makes the proper execution of the contract possible in the first place (so-called cardinal obligation), the liability of ICARUS is limited to those damages which must typically be expected within the framework of the respective service relationship (so-called contract-typical foreseeable damages). Otherwise, liability for damages caused by slight negligence is excluded.

20.6. In cases of liability according to paragraph 5, the liability of ICARUS within the framework of the respective contractual relationship is further limited to an amount of EUR 250,000 per case of damage and a total amount of EUR 500,000.

20.7. Liability for fraudulent intent, personal injury and liability under the Product Liability Act shall remain unaffected by the above provisions.

20.8. The liability for loss of data is limited to the restoration effort for normal data backups (daily backup on the customer's side).


Events, which ICARUS, its legal representatives and its vicarious agents are not responsible for ("force majeure"), in particular technical events beyond the sphere of influence of ICARUS, power failures, non-functioning of telephone lines or other comparable technical obstacles and their consequences, exempt ICARUS, its legal representatives and its vicarious agents for the duration of their existence from the fulfilment of the contractually assumed obligation to perform which is made more difficult or impossible by these events.


22.1. The parties are obliged to treat as confidential all business and trade secrets and technical and organisational information obtained in the course of the performance of the Agreement - hereinafter collectively referred to as "Confidential Information". No Confidential Information shall be any information which is generally published by the Party relating to it or which concerns generally accessible knowledge (e.g. software or communication technology).

22.2. The Customer shall bear sole responsibility for compliance with the provisions of data protection law applicable to it.

22.3. If ICARUS carries out commissioned data processing for the customer in the sense of § 28 DS-GVO, the parties conclude a separate agreement on commissioned data processing.

22.4. If ICARUS uses third parties to provide the services resulting from the respective contractual relationship, ICARUS is entitled to disclose confidential information and customer data to these third parties if this is absolutely necessary for the contractual performance of services. ICARUS will oblige the third party(ies) to treat the Confidential Information or customer data confidentially. As far as personal data are processed in the context of the service provision, the inclusion of third parties is in accordance with Article 28 paragraph 2 DS-GVO.

22.5. ICARUS is further entitled to disclose Confidential Information and customer data, as far as it is obligated to do so due to legal regulations or official orders, and further as far as it concerns third parties who are obligated to confidentiality according to their profession.

22.6. As far as ICARUS carries out data backups or has them carried out, they serve primarily to restore the data and systems at the last possible time after an emergency (disaster recovery). The client has no claim to individual recovery of data deleted by him.


23.1. Changes and amendments to the contractual relationship must be made in writing. This also applies to the cancellation of this clause.

23.2. Should one or more provisions of these T&C and/or other contracts concluded between the parties be or become ineffective or should a loophole be found in them, the validity of the remaining provisions shall not be affected and an appropriate, permissible provision shall replace the ineffective provisions or fill the loophole, which the parties to the contract had intended or would have intended according to the meaning and purpose of the provisions if they had been aware of the ineffectiveness or loophole.

23.3. The place of performance for all contractual services is ICARUS' place of business.

23.4. The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is ICARUS' place of business. ICARUS is however entitled to sue instead at the court responsible for the customer or at any other court which can be responsible according to national or international law.

23.5. The parties agree with regard to all legal relations from this contractual relationship to the exclusion of the UN Convention on Contracts for the International Sale of Goods that the law of the Federal Republic of Germany applies.



The provisions of Part B shall only apply to work performances, for which they shall take precedence over the other provisions of these T&C.


25.1. ICARUS will inform the client in writing or by e-mail about the provision of contractual work results for acceptance. The customer will start the acceptance test immediately and accept each work result within a reasonable period of time, but at the latest within 7 calendar days from the provision of the respective work result, unless otherwise agreed upon in the following or otherwise.

25.2. ICARUS is entitled to participate in the acceptance test. ICARUS will support the client during the acceptance test against separate remuneration in accordance with the offer or the remuneration agreed upon for the service provision.

25.3. Insignificant defects of work results do not prevent the acceptance test.

25.4. ICARUS will remedy defects in the work results which are reported to ICARUS by the client in due time during the acceptance test and which hinder acceptance within a reasonable period of time. The acceptance test is considered successful as soon as all defects which were reported in due time and which hinder acceptance have been remedied or ICARUS has proved that they are not defects according to § 640 BGB.

25.5. The customer confirms the successful acceptance in writing to ICARUS.

25.6. If the client does not declare or confirm the acceptance in writing by the end of the acceptance period (see paragraph 1), or if he does not inform ICARUS justifiably about the existence of defects that hinder acceptance by the end of the acceptance period, the work results are considered accepted. In addition, the work results are considered accepted when the Client uses them productively.

26.7. ICARUS can demand the acceptance of partial results (e.g. self-contained performance sections, self-contained parts of the object of the contract or individual documents). The above provisions of this clause 25 also apply to such acceptances. In the case of acceptance of partial results, defects occurring in later partial acceptances which are caused by the partial results already accepted shall only prevent acceptance of the later partial results if the defect impairs the interaction with the later partial results not only insignificantly or impairs the functionality not only insignificantly, and this was not recognisable to the Customer in isolation in the context of the previous partial acceptance(s).


26.1. Unless expressly agreed otherwise, the Customer shall be granted a non-exclusive, non-transferable, geographically unlimited and temporally unlimited right to use the work results for the contractually agreed purpose or for the contractually agreed types of use, in each case exclusively for internal operational purposes.

26.2. Insofar as the work results are software and nothing to the contrary has been expressly agreed, the rights of use granted by the above provision shall be limited to the object code of the software, i.e. the Customer shall have no claim to the source code.

26.3. The granting of rights of use in favour of the customer according to paragraph 1 is subject to the complete payment of the respective remuneration to ICARUS.

26.4. All rights of use and exploitation of the contractual work results not expressly granted to the client remain with ICARUS. In particular, ICARUS has the right to use, distribute and exploit without restriction all knowledge, concepts, procedures, methods, know-how, procedures, etc. underlying the work results.



The regulations of part C apply only if ICARUS provides the customer with computer programs and possibly accompanying material - hereinafter collectively referred to as "software" - for use on the customer's systems, and for these cases take priority over the other regulations of these T&C.


28.1. Unless otherwise agreed, the Customer shall be granted a non-exclusive and non-transferable right to use the Software for its own internal purposes.

28.2. Unless otherwise stated in the offer or license certificate, the right of use shall be granted for a limited period of time as a workstation license (right of use for the agreed number of workstations).

28.3. Unless expressly permitted by the above granting of rights or by mandatory legal regulations, the customer is prohibited from any distribution, leasing, sublicensing, reproduction, translation, decompilation, disassembly, descrambling or any other processing of the software.

28.4. All trademark and copyright notices on or in the software must remain unchanged.

28.5. The rights of use granted by these T&C are limited to the object code of the Software. A claim to the source code does not exist.


29.1. At the request of ICARUS, the client will, to a reasonable extent, immediately provide information in writing as to whether the software is being used according to the contract. This notification must contain all information necessary for verification (e.g. number of workstations used or activated licenses).

29.2. The customer will grant ICARUS access to his records and systems to a reasonable extent to check whether the software is being used according to the contract. ICARUS will treat all information received in this context confidentially and will only make it accessible to third parties to the extent that this is absolutely necessary to protect the rights of ICARUS.

29.3. ICARUS is entitled to integrate appropriate technical measures to verify the contractual use of the software.


30.1. Insofar as the Software is a third-party software product, different regulations may apply to these software products, in particular with regard to the scope and limits of the right of use. The customer must inform himself about the terms of use applicable to these software products and observe them.

30.2. If the Customer is supplied with software products of a third party supplier which are not covered by the rights of use granted to the Customer (e.g. separate open source components), the Customer may only use these software products on the basis of a separate licence, the procurement of which is the Customer's responsibility.

30.3. Third-party software may have technical means for preventing unauthorized use.


31.1. As far as it does not concern software of third parties and the customer was granted an unlimited right of use of the software, ICARUS first provides warranty in case of defects of the software by subsequent performance, at ICARUS' choice either by rectification or by replacement. The client allows ICARUS at least two attempts of supplementary performance. Claims arising from liability for defects become time-barred, with the exception of fraudulent intent, after 12 months from delivery of the software.

31.2. As far as the customer was granted a temporary right of use, the right of defects under the lease contract applies, but the strict liability of ICARUS according to § 536a BGB for defects which already existed at the time of the conclusion of the contract is excluded.

31.3. ICARUS will pay damages as well as compensation for futile expenditure due to a defect only within the scope of clause 20.

31.4. ICARUS does not guarantee that the software will work together with software programs of third parties, unless the product description expressly provides for such cooperation.