General Terms of Consultation
§ 1 Scope, non-remedy of the terms and conditions of our contract partners
1.1 These general terms and conditions apply to contracts with companies whose object is to provide advice and information to the client by the Contractor in the planning, preparation and implementation of business or professional decisions and projects, in particular in the following areas:
- Management / Management Consulting
- Personnel and social services
- Marketing and Sales
- technology and logistics
- Data processing including the preparation of hardware and software selection decisions
- Finance and accounting
- Administration and organisation
- Foreign trade (export / import)
- Company assessment
Entrepreneurs within the meaning of these terms and conditions are natural persons, legal entities or partnerships which carry on commercial or independent professional activities.
1.2 Deviating terms and conditions of our clients, which we do not expressly acknowledge, are not binding on us, even if we do not expressly contradict them.
1.3 Verbal or written commitments which deviate from our terms of contract, as well as all subsidiary agreements and amendments to the contract, require the approval of our organs or authorised representatives in their authorised capacity.
1.4 The terms of business of the client shall only apply if this has been expressly agreed in writing.
§ 2 Subject matter of the contract / scope of services, use of subcontractors, self-exemp- tion reserve
2.1 The object of the order is the agreed upon consulting activity, not the achievement of a certain economic success or the preparation of expert opinions or other works, unless otherwise agreed by individual agreement.
2.2 Data provided by third parties or by the customer are only checked for plausibility. The conclusions and recommendations to be derived from the investigations are given to the best of our knowledge and to the recognised rules of science and practice.
2.3 Unless otherwise agreed, the Contractor may use the contract for the execution of expert subcontractors, whereby he is always directly obliged to the client.
2.4 In so far as subcontractors are used, the Contractor reserves the right to take action on the part of these subcontractors in good time. This shall only apply if the subcontractor is not responsible for the timely intervention of the subcontractor, in particular if a congruent cover transaction is concluded with subcontractors. The Contractor shall immediately inform the Contractor of the non-availability of the service. If the customer’s consideration has already been provided, the Contractor shall immediately reimburse it.
§ 3 Confidentiality / Data Protection
3.1 The Contractor shall be indefinitely obliged to keep silent about all confidential information or business secrets and business secrets of the Client, which are known to him in connection with the order. The transfer to third parties who are not involved in the execution of the order may only be carried out with the written consent of the customer.
3.2 The Contractor shall undertake in writing to oblige all persons employed by him to carry out the order to comply with this requirement.
3.3 The Contractor is authorised to process the personal data entrusted to him with the data protection regulations or to process them by a third party within the framework of the purpose of the order.
§ 4 Collaboration requirements of the client
4.1 The client is obliged to support the Contractor to the best of his abilities and to create in his company all necessary conditions for proper order execution; In particular, he must provide all documents necessary or relevant for the execution of the order in good time.
4.2 Upon request of the Contractor, the Client shall confirm in writing the correctness and completeness of the documents submitted by him as well as his information and oral explanations.
§ 5 Remuneration / terms of payment / limited set-off
5.1 The remuneration for the services of the Contractor shall be calculated according to the time spent on the work (time period) or as a fixed price in writing. A fee which is payable according to the degree of success or only in the case of success is excluded unless otherwise agreed by an individual agreement. Unless otherwise agreed, the Contractor shall be entitled to compensation for the expenses in addition to the fee. Details of the method of payment are set out in the contract.
5.2 The current price list of the Contractor shall be valid at the time of conclusion of the contract. After the conclusion of the contract conclusion, the Contractor shall be entitled to increase the price as a result of these increases if the Contractor and the Service Provider have more than two months and if the Contractor is not responsible for the increase.
5.3 Claims of the Contractor shall be due with invoicing and shall be payable immediately without deduction. In the case of a work contract, the acceptance or completion is required in accordance with statutory requirements instead of the acceptance requirement for the due date. The statutory value-added tax is to be included in all prices and must be shown separately in the invoices.
5.4 Several contracting entities (natural and / or legal persons) are jointly and severally liable.
5.5 Offsetting against claims by the Contractor for remuneration and reimbursement of expenses is only permitted with undisputed or legally binding claims.
§ 6 Limitations of liability
6.1 The following limitation of liability does not concern claims of the customer from product liability. Likewise, these limitations on liability do not affect damages attributable to the Contractor resulting from injury to life, body or health.
The Contractor is not liable for negligent breach of non-essential contractual obligations.
In the case of other negligent breaches of duty, the Contractor’s liability is limited to the foreseeable, contract-typical, direct average damage that can be foreseen according to the type of service. This shall also apply in case of slightly negligent breach of duty by legal representatives or vicarious agents of the Contractor. For a single loss, the liability is limited to a maximum of € 50,000.00. The sum of the claims for damages of all persons entitled to claim shall be deemed to be a single damage case, which results from a single, temporally contiguous, demarcable and thus uniform performance.
Claims for damages on the part of the customer due to a breach of duty shall be subject to a limitation period of one year after the end of the year in which the claim arose and the purchaser had knowledge of the circumstances constituting the claim and the person of the debtor or would have to suffer gross negligence.
This shall not apply if gross negligence or malice can be pretended to the Contractor.
§ 7 Protection of Intellectual Property
7.1 The Client shall ensure that the reports, organisational plans, drafts, drawings, statements and calculations produced within the scope of the order are used only for the contractually agreed purposes and are not published in individual cases without explicit consent. The use of the provided consultancy services for companies affiliated with the client requires an express written agreement.
7.2 Insofar as work results are capable of copyrights, the contractor remains the author. In these cases, the client shall only be entitled to the work results limited by the first sentence of the first sentence of Article 1, which are otherwise unlimited in time and place, irrevocable, exclusive and non-transferable.
§ 8 Termination
8.1 Unless otherwise agreed, and insofar as this is not a work contract, the order may be terminated with a period of 14 days at the end of the month. The right to extraordinary termination shall remain unaffected.
8.2 The notice of termination requires the written form to be effective.
8.3 The Contractor shall have the right to pay his services rendered up to the date of termination, which have been agreed with the client.
§ 9 Right of retention / retention of documents
9.1 Pending the full settlement of his claims, the Contractor shall retain a right of retention on the documents delivered to him, but the exercise thereof is unlawful if the retention would inflict disproportionately high damage on the customer’s account.
9.2 Upon settlement of his claims from the contract, the Contractor shall issue all documents which the customer or a third party has handed over to him on the occasion of the execution of the order. This does not apply to the correspondence between the parties and for simple copies of the reports, organisational plans, drawings, statements, calculations, etc. produced in the course of the contract, provided the client has received the originals.
9.3 The obligation of the Contractor to keep the documents expires six months after delivery of the written request for collection, in the remaining three years, § 9.1 retained documents five years after termination of the contractual relationship.
§ 10 Other
10.1 Rights from the contractual relationship with the Contractor may only be assigned with prior written consent.
10.2 The law of the Federal Republic of Germany shall apply exclusively to all claims arising from the contract.
10.3 Jurisdiction for all disputes arising from the contract shall be the place of business of the Contractor, provided that the order has been issued by a full-time buyer within the framework of his commercial business, a legal person governed by public law or a public special fund.
However, the Contractor may, at his option, also sue at the domicile of the Client.