1. Definitions

In these Terms and Conditions (“Terms”):

• “AvaTo Solutions” refers to AvaTo Solutions GmbH and its affiliated entities.

• “Client” refers to any natural or legal person entering into a contract or receiving a quotation from AvaTo Solutions.

• “Agreement” refers to any legally binding arrangement between AvaTo Solutions and the Client concerning services, consultancy, or deliverables.

• “Services” include all advisory, analytical, administrative, and project management activities provided by AvaTo Solutions.

• “Force Majeure” means any event beyond the reasonable control of AvaTo Solutions that prevents or delays the performance of contractual obligations (e.g., natural disasters, government restrictions, network outages, pandemics, or strikes).

2. Applicability

These Terms apply to all quotations, offers, agreements, and services provided by AvaTo Solutions GmbH, unless otherwise agreed in writing.
Client’s general terms and conditions do not apply, even if not explicitly rejected, unless expressly accepted in writing by AvaTo Solutions.

3. Offers and Formation of Contract

3.1. All offers and quotations issued by AvaTo Solutions are non-binding and valid for a maximum of 30 calendar days, unless stated otherwise in writing.

3.2. An Agreement is concluded only after AvaTo Solutions has confirmed acceptance of the Client’s order in writing (by letter or email) or has commenced execution of the agreed services.

3.3. Any cost estimates, schedules, or project plans provided prior to contract conclusion are indicative and non-binding.

4. Execution of Services

4.1. Assignments are deemed to be granted exclusively to AvaTo Solutions GmbH, even if a specific person is mentioned for their performance. Application of §§ 613 and 649 BGB is excluded to the extent permitted by law.

4.2. AvaTo Solutions may engage affiliated companies or qualified third parties to perform parts of the services under its supervision, without affecting its overall responsibility for proper execution.

4.3. The Client shall provide all information, documents, and cooperation reasonably required to perform the assignment accurately and on time. AvaTo Solutions shall not be liable for delays or additional costs resulting from incomplete or inaccurate information supplied by the Client.

4.4. Unless otherwise agreed, project deliverables are provided in electronic format. Minor deviations from agreed specifications that do not materially affect usability shall not constitute defects.

5. Fees, Invoicing, and Payment

5.1. All prices are quoted in euros (€), exclusive of VAT and any other applicable taxes or duties.

5.2. Unless otherwise stated, services are charged on a time and materials basis, according to the current fee schedule of AvaTo Solutions.

5.3. Travel expenses within Germany are included in the agreed rates. International travel, accommodation, and other out-of-pocket expenses are billed separately upon prior approval by the Client.

5.4. Invoices are payable within 30 days of the invoice date, without deduction. If payment is not received within this period, the Client is automatically in default and liable for statutory commercial interest according to § 288(2) BGB.

5.5. In the event of late payment, AvaTo Solutions reserves the right to suspend ongoing work until full payment is received.

5.6. All judicial and extrajudicial collection costs shall be borne by the Client, subject to a minimum charge of €500.

6. Duration and Termination

6.1. Unless otherwise agreed, contracts are entered into for a fixed term of three (3) years and may be automatically extended by one (1) year if services are ongoing.

6.2. Either party may terminate the Agreement in writing with three (3) months’ notice before the end of the current term.

6.3. Both parties may terminate the Agreement without notice if the other party becomes insolvent, files for bankruptcy, or ceases business operations.

6.4. In case of early termination by the Client, AvaTo Solutions is entitled to payment for all services performed up to the termination date, including preparatory work and non-cancelable commitments.

6.5. Any materials, reports, or deliverables remain the property of AvaTo Solutions until all amounts due have been fully paid.

7. Liability and Force Majeure

7.1. AvaTo Solutions shall perform its services with due care and in accordance with professional standards but does not guarantee specific outcomes or results.

7.2. AvaTo Solutions’ liability for proven damages resulting from willful misconduct or gross negligence is limited to the amount covered by its professional liability insurance. In the absence of such coverage, liability shall in any case be limited to twice the total fees invoiced for the relevant assignment.

7.3. AvaTo Solutions shall not be liable for indirect or consequential losses, including loss of profit, loss of data, or reputational damage.

7.4. In the event of Force Majeure, AvaTo Solutions shall be released from its obligations for the duration of the event.

7.5. Any claims for damages must be made within one year from the date the Client became aware of the damage.

8. Confidentiality

8.1. Both parties undertake to treat as confidential all information received in connection with the execution of the Agreement that is marked as confidential or should reasonably be understood as such.

8.2. AvaTo Solutions may disclose the Client’s name and project description for reference purposes, unless the Client objects in writing.

8.3. The confidentiality obligation shall survive termination of the Agreement for a period of five (5) years.

9. Data Protection

9.1. Both parties shall comply with applicable data protection laws, including the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

9.2. AvaTo Solutions acts as an independent data controller when determining the purpose and means of processing personal data in the context of service delivery.

9.3. Where AvaTo Solutions processes personal data on behalf of the Client, a separate Data Processing Agreement (DPA) will be concluded in accordance with Article 28 GDPR.

9.4. Personal data shall be handled strictly confidentially and used solely for the agreed purposes.

10. Intellectual Property

10.1. All intellectual property rights arising from services, analyses, documentation, and materials created by AvaTo Solutions remain the sole property of AvaTo Solutions, unless expressly transferred in writing.

10.2. The Client receives a non-exclusive, non-transferable right to use such materials for internal business purposes only.

10.3. Reproduction, distribution, or modification of deliverables is not permitted without prior written consent.

11. Miscellaneous

11.1. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force. The invalid provision shall be replaced with one that best reflects its intent and purpose.

11.2. Modifications or amendments to the Agreement must be made in writing to be valid.

11.3. Failure by AvaTo Solutions to enforce any right shall not be construed as a waiver of that right.

12. Governing Law and Jurisdiction

These Terms and any agreements concluded under them are governed by the laws of the Federal Republic of Germany, excluding conflict-of-law principles.
Any disputes arising from or related to the Agreement shall fall under the exclusive jurisdiction of the courts of Berlin, Germany.

Dedicated to excellence, integrity, and transparent collaboration.