§1

Scope of application

(1)  These General Terms and Conditions of Consultancy apply to contracts whose subject matter is the provision of advice and information by the Contractor to the Client in the planning, preparation and implementation of business or professional decisions and projects, in particular in the field of management and personnel consultancy. They also apply to the agreed delivery of goods.

(2)  The client's terms and conditions shall only apply if this has been expressly agreed in writing.

 

§ 2

Subject matter of the contract / scope of services Subject matter of the contract / scope of services

(1) The object of the order is the agreed consulting activity or delivery of goods, if applicable, as specified in the contract, and not the achievement of a certain economic success or the preparation of expert opinions or other works. The Contractor's services shall be deemed to have been rendered when the necessary analyses, the resulting conclusions and the recommendations have been prepared and explained to the Client. It is irrelevant whether or when the conclusions or recommendations are implemented.

(2) The consulting or delivery contract shall become legally binding upon the Contractor's order confirmation. Cancellation of the contract by the client is only valid after written confirmation by the contractor. In this case, the contractor is entitled to charge the client cancellation fees.

(3)  At the request of the Client, the Contractor shall provide information on the status of the execution of the order or shall render an account after the execution of the order by means of a written report which shall reflect the essential content of the process and result of the consultation. If the Contractor is to prepare a comprehensive written report, in particular for submission to third parties, this must be agreed separately.

(4)  The contractor is obliged to reflect the situation of the company correctly and completely in the surveys and analyses with regard to the questions posed. Data, details and information supplied by third parties or by the client shall only be checked for plausibility. The recommendations shall be presented in an understandable and comprehensible manner.

(5)  Unless otherwise agreed, the Contractor may utilise expert subcontractors for the execution of the order, whereby it shall always remain directly obligated to the Client. The Contractor shall deploy properly trained employees with the necessary expertise and shall continuously supervise and monitor them during the execution of the order. In all other respects, it shall decide at its own discretion which employees it deploys or replaces.

 

§ 3

Changes to services / written form

(1)  The Contractor shall be obliged to take account of the Client's requests for changes insofar as this is reasonable within the scope of its operational capacities, in particular with regard to expenditure and scheduling.

(2)  Insofar as the examination of the change options or the realisation of the desired changes affect the terms of the contract, in particular the Contractor's expenses or the schedule, the parties shall agree on an appropriate adjustment of the terms of the contract, in particular an increase in remuneration and postponement of the deadlines. Unless otherwise agreed, the Contractor shall in this case carry out the work without taking the change requests into account until the contract is adjusted.

(3)  If a comprehensive examination of the additional expenditure is necessary, the Contractor may request a separate commission for this.

(4)  Amendments and additions to the order must be made in writing to be effective. Minutes of relevant meetings or the status of the project meet this requirement if they are signed by the authorised representatives of both parties.

 

§ 4

Duty of confidentiality / data protection

(1)  The Contractor shall be obliged for an unlimited period of time to maintain secrecy about all information or business and trade secrets of the Client that are designated as confidential and of which it becomes aware in connection with the order. This obligation does not extend to facts that are obvious or generally known or that do not require confidentiality due to their significance. It also does not apply if they have to be disclosed in state proceedings or for the enforcement of or defence against claims arising from the contractual relationship. Disclosure to third parties not involved in the execution of the order may only take place with the written consent of the client.

(2)  The contractor undertakes to instruct all persons employed by him to fulfil the order to comply with this regulation.

(3)  The contractor is authorised to process the personal data entrusted to him or have it processed by third parties within the scope of the purpose of the order in compliance with data protection regulations.

 

§ 5 

Obligations of the client to co-operate

(1)  The Client is obliged to support the Contractor to the best of its ability and to create all the conditions necessary for the proper execution of the order in its sphere of operations; in particular, it must provide all documents necessary or significant for the execution of the order in good time and in full.

(2)  At the Contractor's request, the Client shall confirm in writing the accuracy and completeness of the documents submitted by it as well as its information and verbal statements.

 

§ 6

Remuneration / Terms of payment / Offsetting

(1)  The fee for the Contractor's services shall be calculated according to the time spent on the work (time-based fee) or agreed as a fixed price. A fee to be paid according to the degree of success or only in the event of success is always excluded. Unless otherwise agreed, the Contractor shall be entitled to reimbursement of expenses in addition to the fee claim. Details of the method of payment are regulated in writing in the contract.

(2)  Insofar as longer-term contracts are invoiced on a time and material basis, the Contractor's current price list shall apply. This shall be made available to the Client in accordance with Section 2 (2) of the Ordinance on Information Obligations for Service Providers. In the case of contracts concluded in the last quarter, the agreed prices shall also apply for the following year. If the price change exceeds the usual market prices by more than an insignificant amount, the client may terminate the contract; § 627 BGB remains unaffected.

(3)  All claims are due upon invoicing and are payable immediately without deductions. The statutory value added tax shall be added to all prices and shown separately in the invoices.

(4)  Several clients (natural persons and/or legal entities) are jointly and severally liable.

(5)  Offsetting against the Contractor's claims for remuneration and reimbursement of expenses is not permitted.

 

§7

Liability

(1)  The Contractor shall only be liable for damages caused or contributed to by it, its legal representative or its vicarious agents through slight negligence if and insofar as these are based on the breach of such obligations, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the Client may regularly rely

(2)  Otherwise, the Contractor shall only be liable for damages if and insofar as they have been caused intentionally or through gross negligence by the Contractor, its legal representative or its vicarious agents. The Contractor's liability shall always be limited to such damages as it could reasonably have expected. These limitations of liability do not apply to culpable injury to life, limb or health or guarantees.

(3)  Liability is limited to a maximum of EUR 5,000 for a single claim. A single case of damage shall be deemed to be the sum of the claims for damages of all claimants resulting from an individual, temporally coherent, definable and in this respect uniform service. If a significantly higher risk of damage is foreseeable, the Contractor shall be obliged to offer the Client a higher liability sum, whereby it may adjust its remuneration accordingly.

(4)  The Contractor shall not be liable for the improper application or implementation by the Client of the recommendations contained in the services or in the work documents.

(5)  Claims for damages by the Client against the Contractor can only be asserted within one month after the Client has become aware of the damage and the event giving rise to the claim or should have become aware of it without gross negligence. The shortening of the limitation period shall not apply in cases of gross negligence, intent or malice. The right to assert the defence of the statute of limitations remains unaffected.

 

§ 8

Protection of intellectual property

(1)  The Client guarantees that the reports, organisational plans, drafts, drawings, lists, calculations etc. produced by the Contractor within the scope of the order will only be used for the contractually agreed purposes and will not be reproduced, edited, translated, reprinted, passed on or distributed without express consent in each individual case. The use of the consulting services provided for companies affiliated with the client requires an express written agreement.

(2)  Insofar as work results are copyrightable, the Contractor shall remain the author. In such cases, the Client shall receive the irrevocable, exclusive and non-transferable right of use to the work results, limited only by paragraph 1 sentence 1 and otherwise unrestricted in terms of time and place.

 

§ 9

Duty of loyalty

(1)  The parties undertake to be mutually loyal. They shall inform each other immediately of all circumstances that may arise in the course of project execution and that may have a significant influence on the processing of the project