Terms and Conditions
QShore GmbH
Görschstrasse 26b
13187 Berlin
Germany
Telephone: +49 175 520 4784
Email
Represented by Prof. Dr. Ulrich Förster
Commercial Register / VAT ID: to follow
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# 1. Scope and Definitions
1.1 These Terms and Conditions (“Terms”) govern all agreements for services and/or work results entered into between QShore (“QShore”) and its customers (“Customer”).
1.2 These Terms apply exclusively to businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law. QShore does not enter into contracts with consumers within the meaning of Section 13 BGB.
1.3 Any terms and conditions of the Customer which conflict with, deviate from or supplement these Terms shall not form part of the contract unless expressly accepted by QShore in text form, even if QShore does not expressly object to them.
1.4 In the event of inconsistencies between contractual documents, the following order of precedence shall apply:
1. individual agreements (e.g. framework agreements, service descriptions, offers, order confirmations, project plans)
2. these Terms
3. applicable statutory provisions
1.5 For the purposes of these Terms:
“Services” means all activities and work performed by QShore under the contract.
“Deliverables” means any work results produced by QShore, including but not limited to reports, analyses, inspection or audit reports, records, training materials, recommendations, specifications or other documentation, where contractually agreed.
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# 2. Nature and Scope of Services
2.1 QShore provides, in particular, technical consulting services, system analysis and evaluation, risk and safety assessments, audits and readiness checks, support for certification and regulatory approval processes, training services, and other related services within project and supply chain environments of the maritime industry and safety-critical system technologies (the “Services”).
2.2 The specific scope of Services shall be determined solely by the individual agreement between the parties (e.g. offer or service description). QShore shall not be obliged to perform services beyond the agreed scope.
2.3 Unless expressly agreed in writing as a contract for work results, QShore provides its Services as consulting services. No specific economic, operational or technical outcome is owed. In particular, QShore does not guarantee the achievement of certifications, approvals or regulatory authorisations, as such outcomes depend on decisions made by third parties (for example authorities, classification societies or certification bodies).
2.4 QShore may engage suitably qualified subcontractors to assist in the performance of the Services. QShore shall remain the Customer’s contractual partner and responsible for the proper performance of the Services to the extent permitted by law.
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# 3. Offers, Contract Formation and Amendments
3.1 Any offers made by QShore are non-binding unless expressly stated otherwise.
3.2 A contract shall be deemed concluded when either:
a) QShore issues a written or electronic order confirmation, or
b) QShore commences the provision of Services at the Customer’s request.
3.3 Any modification or extension of the agreed scope of Services (“Change Request”) must be agreed in text form. QShore shall inform the Customer of the implications for timelines, effort and remuneration. Until such agreement is reached, QShore shall be entitled to continue performance based solely on the originally agreed scope.
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# 4. Customer Cooperation
4.1 The Customer shall provide QShore with all information, documents, data and access required for the proper performance of the Services in a timely, complete and accurate manner, and shall appoint competent contact persons.
4.2 Where necessary for the performance of the Services, the Customer shall grant QShore and any authorised subcontractors reasonable access to relevant facilities, systems, locations, suppliers and project stakeholders following prior coordination.
4.3 The Customer shall ensure safe working conditions and compliance with all applicable legal and regulatory safety and access requirements, including but not limited to shipyard, offshore or port regulations.
4.4 If the provision of Services is delayed due to insufficient or defective cooperation by the Customer, agreed deadlines shall be extended accordingly. QShore shall be entitled to charge for any additional effort or waiting time incurred at the agreed rates.
4.5 Unless expressly agreed otherwise, the Customer remains responsible for evaluating and implementing any recommendations or Deliverables provided by QShore.
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# 5. Deadlines, Place of Performance and Acceptance
5.1 Deadlines and time schedules shall only be binding if expressly agreed as such. Otherwise they shall be considered indicative.
5.2 QShore may perform Services in whole or in part remotely (for example via video conference) where appropriate, unless otherwise agreed.
5.3 Where Deliverables are subject to acceptance, acceptance shall take place following delivery. The Customer shall review the Deliverables without undue delay and no later than ten working days after receipt, and shall confirm acceptance in text form.
If no notice of defects is given within this period, the Deliverables shall be deemed accepted. Use of the Deliverables by the Customer shall also constitute acceptance.
5.4 Minor defects shall not entitle the Customer to refuse acceptance. Partial acceptance may be agreed.
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# 6. Fees, Travel Expenses and Third-Party Costs
6.1 Fees shall be determined in accordance with the contractual agreement (fixed price, time and materials, or a combination of both). Unless otherwise agreed, Services shall be invoiced on a time basis in accordance with QShore’s applicable hourly rates.
6.2 Travel and incidental expenses (including transport, flights, rail travel, accommodation, subsistence allowances, visas and safety briefings) shall be charged separately at cost unless expressly included in the offer.
6.3 Costs incurred through third-party services (for example laboratory services, test facilities, classification societies, regulatory fees, translations or third-party software) shall be borne by the Customer unless otherwise agreed. Where practicable, QShore shall obtain the Customer’s approval before commissioning such services.
6.4 All prices are exclusive of applicable VAT.
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# 7. Invoicing and Payment Terms
7.1 QShore may request reasonable advance payments. Unless otherwise agreed, invoices shall be payable within fourteen calendar days of the invoice date without deduction.
7.2 In the event of late payment, statutory provisions shall apply. QShore shall be entitled to suspend the provision of Services until outstanding invoices have been settled in full and may require advance payment for further Services.
7.3 The Customer may only exercise rights of set-off or retention where the counterclaim has been legally established, is undisputed, or is ready for judicial determination.
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# 8. Rights of Use
8.1 Upon full payment of the agreed fees, QShore grants the Customer a non-exclusive, non-transferable and non-sublicensable right to use the Deliverables for its internal business purposes and for submission to authorities, classification societies or certification bodies where necessary for the project.
8.2 Any further use, publication or disclosure of Deliverables to third parties (for example suppliers, competitors or non-affiliated companies) requires the prior written consent of QShore unless disclosure is required by law.
8.3 All pre-existing know-how, methodologies, tools, templates and software used by QShore remain the property of QShore. QShore may reuse general knowledge acquired in the course of the project provided that no confidential information of the Customer is disclosed.
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# 9. Third-Party Rights and Indemnity
9.1 The Customer warrants that all materials, data and content provided by it are free from third-party rights which would prevent their contractual use, or that the Customer holds the necessary rights.
9.2 The Customer shall indemnify and hold QShore harmless against any claims by third parties arising from the use of materials provided by the Customer, unless QShore is responsible for the infringement.
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# 10. Confidentiality
10.1 Each party undertakes to treat as confidential all confidential information obtained from the other party in connection with the contract and to use such information solely for the purposes of the contract. This obligation shall survive termination of the agreement.
10.2 Confidentiality obligations shall not apply to information which:
* is publicly available or becomes publicly available without breach of these Terms
* was lawfully known to the receiving party prior to disclosure
* must be disclosed due to legal obligations or official or court orders
10.3 QShore may only name the Customer as a reference or publish project outcomes with the Customer’s prior written consent.
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# 11. Data Protection
11.1 Both parties shall comply with applicable data protection laws, in particular the General Data Protection Regulation (GDPR).
11.2 Where QShore processes personal data on behalf of the Customer, the parties shall conclude a data processing agreement in accordance with Article 28 GDPR prior to processing, where required.
11.3 Unless otherwise required by law, the Customer remains responsible for the lawful processing of personal data and for informing data subjects.
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# 12. Liability
12.1 QShore shall be liable without limitation in cases of intent or gross negligence, for injury to life, body or health, and where liability is mandatory under applicable law.
12.2 In cases of ordinary negligence, QShore shall only be liable for breaches of essential contractual obligations. In such cases liability shall be limited to the foreseeable damage typical for the contract. To the extent permitted by law, liability shall be capped at the total remuneration paid by the Customer for the relevant project during the twelve months preceding the damaging event.
12.3 QShore shall not be liable for loss of profit, indirect damages, consequential damages, production losses, loss of use, loss of data or purely financial losses unless resulting from a breach of essential contractual obligations.
12.4 QShore shall not be liable for the accuracy or completeness of information or documents provided by third parties unless QShore is responsible for such inaccuracies. Decisions by authorities, classification societies or certification bodies are outside QShore’s control.
12.5 The above limitations of liability shall also apply to QShore’s directors, employees and agents.
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# 13. Warranty (Work Results Only)
13.1 The Customer must notify QShore of any defects without undue delay in text form. QShore shall first be given the opportunity to remedy the defect.
13.2 If remedy fails, the Customer may reduce the price or withdraw from the contract in accordance with applicable law.
13.3 Claims for defects shall become time-barred twelve months after acceptance to the extent permitted by law.
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# 14. Termination and Cancellation
14.1 Where the contract provides for a term (e.g. a framework agreement), either party may terminate the contract with three months’ notice to the end of a calendar month unless otherwise agreed.
14.2 The right to terminate for cause remains unaffected.
14.3 QShore may charge cancellation fees for confirmed on-site appointments or training sessions if capacity has been reserved and reallocation at short notice is not possible. Unless otherwise agreed, the following cancellation fees shall apply:
up to 10 working days before the appointment: 0%
9 to 4 working days: 50%
3 working days or fewer: 100%
The Customer may prove that no damage or a lower damage occurred.
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# 15. Force Majeure
15.1 Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, governmental actions, strikes, pandemics, major disruptions of IT or communication systems, or cyber attacks.
15.2 If such an event continues for more than sixty calendar days, either party may terminate the affected part of the contract.
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# 16. Final Provisions
16.1 The place of performance shall be the registered office of QShore unless otherwise agreed.
16.2 To the extent permitted by law, the place of jurisdiction for all disputes arising from or in connection with the contract shall be the registered office of QShore. QShore may also bring proceedings at the Customer’s place of jurisdiction.
16.3 The laws of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
16.4 Any amendments or additions to the contract must be made in text form unless stricter legal form requirements apply.
16.5 If any provision of these Terms is or becomes invalid, the remaining provisions shall remain unaffected. The parties shall replace the invalid provision with a valid one that most closely reflects its economic intent.