Terms And Conditions

1. Applicability: These General Terms and Conditions (GTC) apply to business relationships between Adam Sulaiman, based in Haus Cumberland, Kurfürstendamm 194, 10707 Berlin, Germany (“Adam Sulaiman”) and its Clients. They govern all services offered by Adam Sulaiman.
2. Target Audience: Adam Sulaiman’s services and offers outlined in this section are exclusively intended for businesses and not individuals.
3. Changes to Terms and Conditions: Adam Sulaiman reserves the right to modify these GTC. The Client will be notified of such changes. If the Client does not object within four weeks of receiving notice, the changes will be considered accepted.
4. Incorporation of Client Terms: The Client's terms and conditions may be integrated into the Proposal if they exist or are agreed upon separately in writing between both parties.
5. Priority of Proposal Terms: If provisions in the Proposal conflict with these GTC, the terms in the Proposal take precedence. Unless explicitly amended in the Proposal, the remaining terms of these GTC shall remain unaffected.
6. Binding Proposals: Adam Sulaiman’s Proposals are non-binding unless expressly stated otherwise. A binding offer remains valid for 15 days from submission unless otherwise specified.
7. Validity of Side Arrangements: Side arrangements are valid only upon receipt of electronically signed written confirmation. Emails are considered a valid form of written communication.

The services and associated costs are outlined in the Proposal and Sales Order provided to the Client. Adam Sulaiman offers a range of services in the following categories: IT consulting, Software Development, Digital Marketing, Branding, E-commerce, Business Consulting, ERP Implementation, Digitalization, Cybersecurity, Web and App Development.

When contracts are formed through the Client's acceptance of the provided Quotation, and unless otherwise stated, the contract comes into effect upon the Client's signature.

The Proposal along with Sales Order will detail all specifications relevant to the project, including:

Payment Terms: Clearly defined payment schedules and methods. Payments will be made according to agreed milestones, with each payment due following the satisfactory completion of each phase.

Implementation Period: The timeline for project delivery, including specific milestones and deadlines for each stage, ensuring transparency and accountability.

Quality Obligations: Requirements concerning the quality of outputs and standards to be met, including any industry standards or client-specific criteria that should be adhered to.

Guarantees and Warranties: Any guarantees or warranties provided in connection with the project, including the scope and duration of said warranties.

1. Scope of Services: The scope of services provided by Adam Sulaiman is defined by the Proposal and approved specifications.
2. Scope Changes: The scope outlined in the Proposal cannot be altered, expanded, or amended without mutual consent from both contracting parties.
3. Exclusive Services: All services and deliverables are provided exclusively for the Client's internal use, as specified in the Proposal.
4. Personnel Substitution: Adam Sulaiman reserves the right to substitute personnel or third parties with equivalent qualifications, with invoicing still managed through Adam Sulaiman.
5. Client Obligations: The Client's failure to meet obligations may result in delays and possible fee adjustments.
6. Compensation Adjustments: If circumstances primarily or solely attributable to the Client impede the execution of contractual obligations (e.g., failure to provide necessary cooperation, delayed provision, or payment delays), Adam Sulaiman reserves the right to request reasonable compensation adjustments.
7. Client Review: For partial deliveries requiring Client approval, the review period is typically 48 hours unless otherwise stated in the Proposal. Failure to respond in time without reasonable cause allows Adam Sulaiman to proceed, considering the deliverables approved.
8. Reuse of Components: Adam Sulaiman retains the right to reuse any component or code created during the project with other clients.
9. Communication: All communications between the Parties regarding the project must occur via official email channels to ensure proper documentation and clarity.

1. Accuracy of Information: The Client guarantees that all information they provide will be truthful, accurate, and not misleading. They shall not present false facts or violate any rights of third parties or any existing agreements. Furthermore, the provided information will comply with all applicable laws and regulations and will not involve the illegal use of any information, data, or personal data. It will also be free from viruses or programs that could cause harm or intercept data.
2. Account Security: The Client is responsible for securing account credentials. Any unauthorized access must be reported to Adam Sulaiman immediately. Adam Sulaiman shall not be held responsible for any losses, damages, or liability claims arising from the Client's failure to fulfill these obligations or any unauthorized access or use of the Client's account.
3. Cooperation Duties: The Client agrees to cooperate with Adam Sulaiman in the following ways:
   a. Provide and maintain the necessary technical infrastructure, including hardware and software, to use the software solutions provided by Adam Sulaiman.
   b. Grant access to the required IT systems and provide all necessary documents to enable Adam Sulaiman to fulfill its obligations.
   c. Inform software users, including employees and third-party users, about their rights and responsibilities related to the software's usage.
   d. Appoint at least one designated 'contact person' to liaise with Adam Sulaiman during the project.
4. Timely Implementation: The Client shall promptly implement any current requirements as necessary for the project.
5. Additional Field Visits: If the project requires field visits by Adam Sulaiman’s team that were not initially included in the Proposal, these visits will be considered as paid services, and the Client is responsible for compensating Adam Sulaiman for these "additional services."
6. On-Site Presence: If the Client requires Adam Sulaiman staff members to be present at their headquarters during the project's implementation period, unless this on-site presence was included in the initial project Proposal, it will be considered an "additional service."
7. Billing for Additional Services: The cost for additional services, including field visits and on-site presence, will be billed separately from the main project fees.
   

1. Data Backup: The Client must perform a data backup before the system is implemented by Adam Sulaiman.
2. Confidential Information: Unless explicitly agreed upon otherwise in writing, information submitted to Adam Sulaiman shall not be considered confidential, except for passwords and code words. Confidential information is limited to data clearly marked as such.
3. Non-Disclosure: The Client agrees to maintain the secrecy of any and all information and documents deemed confidential and accessible in connection with the contract's conclusion. Unless necessary for realizing the contractual objective, the Client shall not record, disclose, transmit, or exploit such information. This obligation also extends to ideas and concepts disclosed during the implementation stage or collaboration.
4. Protection of Confidential Information: During the term of this agreement and thereafter, Adam Sulaiman will exercise reasonable care to prevent the unauthorized use or dissemination of the Client's confidential information.
5. Exclusions from Confidential Information: The Client's confidential information does not include data that Adam Sulaiman was aware of before the Client disclosed it; information that becomes public knowledge without Adam Sulaiman’s fault; information obtained by Adam Sulaiman from sources other than the Client, who do not owe any duty of confidentiality to the Client; or information independently developed by Adam Sulaiman.
6. Unauthorized Disclosure or Use: Disclosing or using confidential information for any purpose beyond the scope of this Agreement or beyond the exceptions mentioned above is expressly forbidden without the prior consent of the Parties.
7. Additional Agreements: Any other non-disclosure or property protection agreements approved and signed between the parties shall be considered an integral part of these Terms.

1. Grant of Right: Adam Sulaiman grants the Client a non-exclusive, non-sublicensable, non-transferable right of use, with no time or geographical restrictions, for all deliverables, solely for the Client's internal business purposes.
2. Third-Party Software: The Previous Clause (Grant of Right) does not apply to third-party software or tools that are subject to their own license conditions, even if they are part of the Deliverables. The use of any third-party software solution within the scope of the Project requires the Client to enter into an appropriate license agreement with the third-party provider. The Client shall ensure the timely conclusion of the necessary license agreement for required software solutions.
3. Licenses for Third-Party Software: The Client is responsible for obtaining the licenses required to operate third-party software directly from the manufacturer (e.g., Odoo). The Client must directly negotiate and execute the corresponding license agreement with the manufacturer.
4. Exceptions: Any exceptions to the above terms must be explicitly stated in the Proposal.
5. Project Completion and Ownership: Upon completion of the project, Adam Sulaiman will deliver all project files to the Client. Adam Sulaiman will not retain any copies of the project deliverables after the handover is complete. The Client assumes full ownership of the final deliverables.
6. Intellectual Property Rights: The Client will have full rights to the final deliverables upon payment in full as specified in the payment terms. Any pre-existing intellectual property of Adam Sulaiman used in the development will remain the property of Adam Sulaiman.

1. Liability Insurance: Adam Sulaiman maintains liability insurance covering damages caused to the Client by any of Adam Sulaiman's employees.
2. Cybersecurity 
3. Insurance: Adam Sulaiman has Cybersecurity Insurance that covers any cyber attack affecting the Client resulting from an attack initiated by Adam Sulaiman.
4.  Access to Insurance Contracts: The Client has the right to access and review these two insurance contracts. Client's Use of the System: Adam Sulaiman holds no liability to any party for the Client's use of the System, its applications, or any other deliverables at any current or subsequent stage.
5.  Data Loss or Damage: Adam Sulaiman is not liable for data loss or damage resulting from the Client's inability to work productively with the System.
6.  Errors in Third-Party Software: Adam Sulaiman is not liable for errors occurring when connecting third-party software that exclusively result from the third-party software's domain.
7. Maximum Compensation: In any case, the maximum compensation Adam Sulaiman can provide for any damage or breach of its obligations is to offer free service to the Client.
8.  Validity of Conditions: The conditions stated above shall be considered valid and effective unless indicated otherwise in the Proposal.
9.  Liability for Delays: Adam Sulaiman shall not be liable for any fines or financial compensation in the case of late delivery, regardless of the cause of the delay. This includes, but is not limited to, delays resulting from circumstances outside Adam Sulaiman’s control, administrative issues, or the Client's failure to provide timely feedback or necessary materials.
   

The conditions under which either Party may terminate the contract will be outlined in the project documents. Notably:

1. All requests for the addition of new services by the Client will necessarily lead to an increase in both the duration and cost of the project.
2. Notice Period: A notice period of 14 days must be provided for contract termination, except in cases of serious breaches, where immediate termination is permitted.

Delivery Stages: The project will be delivered in stages. Each stage requires evaluation and feedback from the Client within a specified period. The time allowed for Client feedback will not be included in the overall project timeline. Failure to provide feedback within this period may result in project delays.

Change Requests: Any alterations to deliverables must be submitted in writing and may affect project timelines and costs.

Adam Sulaiman shall not be responsible for hosting solutions or any administrative or management processes related to the solutions provided. The Client bears full responsibility for choosing and managing appropriate hosting services for their needs.

Hosting Recommendations: Adam Sulaiman may make recommendations on appropriate hosting solutions but is not liable for any third-party services.

All content required for the project will be provided by the Client. Adam Sulaiman is not responsible for creating, modifying, or managing any content. In the event that additional content creation is required, this will be treated as a separate project and charged accordingly.

Any changes to the terms outlined herein must be made in writing and agreed upon by both Parties.

Confidentiality: Both Parties agree to maintain the confidentiality of all proprietary information shared during the project. This obligation will continue indefinitely after the completion of the project.

Limitation of Liability: Adam Sulaiman’s liability under this Agreement shall be limited to the total fees paid by the Client for the services rendered under this specific project.

Breach Resolution: In the event of a breach of contract by either Party, the breaching Party will be given notice of such breach and shall have a period of 14 days to rectify the breach. If the breach remains unaddressed after this period, the non-breaching Party reserves the right to terminate the Agreement and seek remedies as allowed by law.

Conflict of Terms: In the event of any conflict between the terms of this Agreement and those stated in the proposal, the terms in the proposal shall prevail and be followed.

All information shared between Adam Sulaiman, Clients, and Candidates during the course of collaboration and/or recruitment (collectively referred to as "Parties") is considered confidential. This includes, but is not limited to, personal details, professional qualifications, financial data, employment history, business strategies, and any other proprietary or sensitive information disclosed by any Party in relation to the collaboration.

The Parties agree to use confidential information solely for the purposes intended under the collaboration, recruitment, or employment processes. Each Party is responsible for ensuring that such information is protected from unauthorized access or disclosure to third parties, except as necessary to fulfill the purpose of the agreement or as required by law.

The Parties agree to use the disclosed confidential information solely for the purpose of recruitment and employment discussions. Disclosure of such information is restricted to those employees, agents, or representatives who need to know such information for the execution of the recruitment process.

Information shall not be considered confidential if it:

1. Was already known to the receiving Party prior to disclosure;
2. Is or becomes publicly available through no breach of these terms;
3. Is lawfully received from a third party without obligation of confidentiality;
4. Is required to be disclosed by law, court order, or government regulation.

The Parties agree not to disclose or use confidential information for any purpose outside the scope of the services provided by Adam Sulaiman, except with prior written consent from the other Party or as legally required.

This confidentiality obligation remains in effect throughout the term of the collaboration and for a period of 5 years following the conclusion of the relationship between the Parties, or as otherwise required by law.

Upon termination of the relationship or upon request, each Party agrees to return or securely destroy all confidential information in their possession, unless otherwise required by law to retain such information.

Confidential Information: Means confidential or proprietary information regarding the Disclosing Party’s products and services, business activities and plans, and otherwise, including the Permitted Purpose, whether disclosed before or after the execution of this Agreement, including but not limited to information comprised in or relating to the intellectual property of the Disclosing Party and/or relating to its respective financial results and projections, costs and prices, customers, suppliers, employees, consultants, technologies, technical and business strategies and trade secrets, specifications, proposals, contracts and schedules and other documentation (whether in draft or final form).

Permitted Purpose: Means the use of Confidential Information in relation to the discussions now or in future in a view to enter into a commercial agreement or relationship including employment by Adam Sulaiman.

Disclosing Party: Means a Party to this Agreement that will disclose (or has disclosed) its Confidential Information.

Recipient: Means a Party to this Agreement that receives (or has received) any Confidential Information.

Group: Means in relation to a Party, that Party, each and any subsidiary or holding company from time to time of that Party, and each and any subsidiary from time to time of a holding company of that Party.

The Disclosing Party shall disclose to the Recipient such of the Confidential Information as the Disclosing Party considers is necessary solely for the Permitted Purpose. Although some of the Confidential Information may not be marked or expressly identified as such, the Recipient agrees that it shall nevertheless retain its confidential nature.

The Recipient must not use the Disclosing Party’s Confidential Information for competing with the Disclosing Party, directly or indirectly, or for any commercial or other external or internal purposes other than the Permitted Purpose, without first executing an agreement with the Disclosing Party specifically permitting such use, with any such agreement enduring only for the term of this Agreement and subject to the rights, restrictions, and exclusions contained within this Agreement.

The Recipient must not print or copy, in whole or in part, any documents or any other media containing any Confidential Information without the prior written consent of the Disclosing Party.

The Recipient shall keep such Confidential Information in strict confidence and take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of such Confidential Information, such measures in any event to be no less than the degree of care that it uses to protect its own confidential information of similar nature and importance.

The Recipient shall ensure that disclosure of such Confidential Information is restricted to its or its Group’s employees, officers, and directors who have a need to know it for the Permitted Purpose, who have been instructed to keep the Confidential Information confidential, and who have signed a written agreement (such as their employment agreement) obliging them to protect Confidential Information in terms equivalent to this Agreement; and also to its or its Group’s professional advisors with a professional duty of confidence who have a legitimate need to know the Confidential Information for the fulfillment of the Permitted Purpose and who are made aware of its confidential nature. The Recipient shall take appropriate action (by instructions, agreement, or otherwise) with its or its Group professional advisors to satisfy its obligations under this Agreement. The Recipient shall be responsible to the Disclosing Party for any breach of this Agreement by its employees, officers, directors, contractors, and/or other persons engaged by or under its control, including its professional advisers.

The Recipient must not disclose Confidential Information to any person not described in this clause without the prior written consent of each Disclosing Party, and without also first obtaining from each such person an agreement substantially identical to this Agreement in form.

The Recipient agrees during and after the expiry or termination of this Agreement for as long as the Confidential Information remains confidential, that it will not use the Confidential Information for any investigation, research, or development nor for any other activity, other than activities essential for the Permitted Purpose.

The Recipient will keep secret and confidential all Confidential Information and take all reasonable security precautions in the safekeeping of the Confidential Information. The Recipient will immediately notify the Disclosing Party in writing as soon as it becomes aware of any unauthorized access to or disclosure of the Confidential Information.

At the written request of the Disclosing Party, and in any event, upon termination of this Agreement, the Recipient undertakes to cease to use, and permanently return, erase, or destroy, the Confidential Information.

Personal data: Any information relating to an identified or identifiable natural person (data subject). This includes name, identification number, location data, online identifiers (e.g., IP address), email address, social media posts, medical information, biometric data, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, and sexual orientation.

Data subject: An identifiable natural person whose personal data is being processed, including but not limited to clients, partners, employees, candidates, and job seekers seeking opportunities to work with German companies.

Processing of Personal Data: Any operation or set of operations performed on personal data, such as collection, recording, organization, structuring, storage, alteration, retrieval, use, disclosure, transmission, restriction, erasure, or destruction, whether automated or manual.

Client Data: Confidential information provided by the Client (Employer) to the Company for recruitment purposes, including business, financial, and proprietary information.

Company Data: Internal data of Adam Sulaiman, such as proprietary information, internal processes, and financial data, necessary to carry out the process.

The purpose of this Agreement is to govern the processing of personal data by all parties (the Company, Client) in connection with their respective roles and obligations within the provision of services.

This Agreement applies to all personal data processed by any party involved.

The processing of personal data by all parties will be conducted to fulfill contractual, legal, and business obligations, including compliance with regulations in Germany, the EU, and other relevant jurisdictions.

All parties, including the Company, Client, agree to the following responsibilities:

1. Compliance with Data Protection Laws: All parties will comply with applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) and any relevant national data protection laws.
2. Lawful Basis for Processing: Personal data will be processed only on lawful bases, such as contract performance, legal obligations, data subject consent, or legitimate interests. This includes processing data for recruitment purposes or facilitating job placement for job seekers with German companies.
3. Data Security: Each party will implement appropriate technical and organizational measures to protect personal data against unauthorized access, disclosure, alteration, or destruction. These measures include encryption, access controls, secure storage, and other protections as necessary.
4. Data Minimization: Each party agrees to collect and process only the personal data necessary for fulfilling the specified purposes, including job seeker data required for evaluation, relocation, and job matching.
5. Data Retention: Personal data will be retained only for as long as necessary for the purposes for which it was collected, including the recruitment lifecycle or as required by law. Upon expiration of the retention period, personal data will be securely deleted or anonymized.
6. Data Transfers: Each party agrees not to transfer personal data to third parties unless necessary for the performance of their respective obligations. Transfers to third-party service providers must be conducted with appropriate safeguards, including cases where personal data is shared with German employers or service providers assisting with relocation.
7. Data Subject Rights: All parties must respect the rights of data subjects, including the right to access, rectify, erase, restrict processing, and object to data processing, in compliance with applicable regulations. Job seekers must be able to request access to their personal data and exercise their rights freely.
8. Confidentiality: All parties will ensure that personal data, including that of job seekers, is treated with confidentiality and not disclosed to unauthorized parties without prior consent unless required by law.

1. Accuracy of Data: The Client will ensure that any personal data provided to the Company or other parties is accurate, up-to-date, and complete.
2. Lawful Provision of Data: The Client will ensure that personal data shared for recruitment or business purposes is collected and transferred lawfully.
3. Obtaining Consent: The Client will obtain any necessary consents from data subjects where required by law before submitting personal data for processing.
4. Confidentiality: The Client agrees to maintain the confidentiality of personal data received from the Company or other parties and will not disclose such data to third parties without consent.
5. Data Subject Requests: The Client will cooperate in handling any data subject requests and ensure they are responded to in accordance with applicable laws.

1. All parties shall implement appropriate technical and organizational measures to ensure the security and confidentiality of personal data, such as encryption, secure networks, and restricted access controls.
2. All parties agree to take all necessary precautions to prevent unauthorized access or disclosure of personal data.

1. In the event of a data breach, all parties agree to notify affected parties and cooperate in resolving and mitigating the breach in accordance with applicable data protection laws.
2. Notifications must be prompt and include details of the breach and measures taken to mitigate potential damage.

1. All parties will inform each other of any data subject requests related to personal data processed under this Agreement, such as requests for access, rectification, erasure, or restriction of processing.  
2. Each party agrees to cooperate in responding to data subject requests within the timeframes required by applicable data protection laws.

1. All parties agree to retain personal data only for as long as necessary for the purpose it was collected or as required by law, including data relating to job seekers and their recruitment cycle.
2. Upon expiration of the retention period, personal data must be securely deleted or anonymized in accordance with applicable data protection laws.

1. This Agreement will remain in effect until terminated by any party upon 30 days notice period, subject to the survival of data protection and confidentiality obligations.  
   
   
2. Upon termination, all personal data must be securely returned or destroyed in compliance with applicable data protection laws.

1. This Agreement represents the entire agreement between the parties with respect to data protection and supersedes all prior agreements.
2. This Agreement may only be amended by a written instrument signed by all parties.
3. If any provision of this Agreement is found to be invalid, the remaining provisions will remain in full force and effect.
4. The failure of any party to enforce any provision of this Agreement will not constitute a waiver of that provision.