These General Terms and Conditions (hereinafter "Terms"), together with the documents referred to herein, set out the terms and conditions upon which Nils Brauckmann, Carrer de Provença 23, 2, 08029, Barcelona, registered in Germany ("Enigma", "we", "our" or "us"), provides automation, web/app design, training, consultancy and advisory services to you (hereinafter also referred to as the "Customer"), and form a legally binding agreement.
"Agreement" means the agreement between Enigma and the Customer comprised of these Terms, the Order Form, and the Statement of Work.
"Customer" means the organization named as the Customer on the Order Form.
"Fees" means the amount payable by Customer to Enigma in consideration for the Services, as stated in the Order Form.
"Order Form" means a binding sales order form executed by Customer and Enigma and incorporating this Agreement. In the event of any new or different terms in the Order Form, such new or different terms shall supersede any inconsistent terms in these Terms, but only to the extent of such inconsistency.
"Services" means our training, consulting, and advisory services, along with our automation and web/app development and design services for automating processes within the Customer's organization as described in the Order Form and the Statement of Work.
"Statement of Work" (SOW) means the detailed project description, including specific deliverables, timelines, milestones, payment schedules, service level agreements for response times, and any project-specific terms agreed between the parties.
"Work Product" means any product, including a website, app, software, or automation tool, resulting from the Services provided by Enigma. Work Product includes products which are using or based upon third-party tools, platforms or software as described in the Order Form and/or Statement of Work. Work Products do not include training materials, methodologies, frameworks, templates, or any other documentation used by Enigma to provide training/consultancy/advisory Services to the Customer.
"Background IP" means all intellectual property, including but not limited to methodologies, frameworks, templates, processes, know-how, and reusable components, owned by or licensed to Enigma prior to or independently of this Agreement.
"Foreground IP" means intellectual property specifically created for Customer as part of the Work Product, excluding Background IP and any derivatives thereof.
"Third-Party Platform" means any software platform, tool, or service provided by a third party that is used by Enigma to develop, design, or deliver the Services or Work Product.
2.1 Enigma provides the Services in accordance with current industry standards using tools and platforms available on the market at the time of providing the Services.
2.2 To the extent the Services include the development and/or design of web/app technology or automation tools, Enigma is free to utilize Third-Party Platforms of their preference to provide such Services, unless stated otherwise in the Order Form or Statement of Work. The specific platforms to be used shall be agreed upon between the parties and documented in the Statement of Work.
2.3 Platform Dependency Disclosure: Customer acknowledges and agrees that: