GENERAL TERMS AND CONDITIONS FOR SERVICES

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    1. These are general terms and conditions for the provision of services to customers by our company with or without subcontractors. The contract partner from our side is the company that is mentioned on our offer or on the agreement and on the invoice.

    The competent court of jurisdiction is the court at the seat of the company that is contract partner from our side. However, we are entitled to choose any other place as a place of jurisdiction if it is legal and practicable.

    It is agreed that the applicable law is the law at the seat of the company that is contract partner from our side.

    Amendments to such agreements and additional disclosures of any kind will be accepted only by us as binding if they are confirmed in a written form by the company’s current official management. Verbal agreements and information are non-binding.

    2. Consultants have an advisory and supportive role in the first place. Therefore, no responsibility is taken for a specific economic success, if it is not confirmed in a written form. Thus, the consulting company cannot give a guarantee in terms of the occurrence of appropriate circumstances regardless of the submission of certain results including an explanation in the form of expectations, prognoses or recommendations. It is up to the customer to assess if the advice is economically useful and to which degree he implements it. A consulting firm, therefore, is not liable for losses of capital investments of the client. In addition, we are not responsible to discover possible internal deficiencies of the client system that are not a subject matter of the consulting contract. A consulting project does not include automatically the detection of falsification of accounts and other irregularities.

    Opinions, statements, presentations and other documents are only legally binding with a signature and in a form that explicitly states that it is legally binding. . Interim reports and preliminary work results, for which the preliminary character is explicitly defined or that can be recognized from the circumstances, may be significantly different from the final results and can therefore never be binding.

    After completion of a project, our company is not obliged to inform the client about changes, of environmental, legal or other conditions, if such changes have happened in relation to the situation when the project was ordered.

    3. Agreed contracts are irrevocable. Written orders shall be issued with the signature of the customer or by email. If the customer makes changes, they are accepted only if they are confirmed by us within one week. If the order is made verbally, we will send you a confirmation of this order, and this will be legally binding unless a written cancellation would be received by us within 3 working days. For the extension of contracts, the announcement of new dates or the approval to begin some additional activities should be considered as placing an order. Single verbal commitments from our partners or consultants are valid only if they are confirmed in a written form by the management of our company.If an order is transmitted to our company without a previous offer from us, it is not generally accepted by us unless it is explicitly confirmed by us. This is necessary because there are certain types of clients or orders which we do not want to accept.

    4. As part of the project order, the scope of services shall be well defined. Extensions are not subject of the contract; in the case of extension, a separate order is generally required. If in spite of this, a project expansion takes place or an additional project is carried out and this is not agreed in a written form (for whatever reason), we are entitled to charge the additional fees, and for this apply either the agreed daily fees of the main project or in case of an agreed flat rate the guidelines of the professional association of management consultants..

    5. We reserve the right to refuse orders or to interrupt the order in process at any time without giving reasons. Likewise, we are entitled, if agreed time schedules are not met from your side, or if agreed internal contributions are not done from your company or if doubts about your creditworthiness occur (e.g. low rating by a local credit rating agency) to put “temporary” bills and to interrupt the project. If an agency rating drops after the order but before the beginning of the project to a rating with defined relevant default risk, we are entitled to demand from you an advance payment of 30 % of estimated project costs that should be paid by you promptly. Then, if services of about 20 % of estimated project work are performed, you pay the next 20% in advance, etc. If it comes to delays because of your default, the other payments are due at a time they would be if the project was planned and run under normal conditions. If it is a project with a success guarantee, then you can ask us for a bank guarantee in the size of all advance payments, but it will be on your own expense.

    If these advance payments or bills are not paid immediately, the cancellation regulations will come into force as described below, and with unfinished projects, the guidelines of the professional association of management consultants can be used. In particular, our company has the right to continue services only if all open fees are paid. A complaint concerning the work of our company does not entitle your company to withhold payment.

    6. Our company has the rights to subcontract the contract or part of a contract by one or more of its own employees, contract workers, subcontractors or partners and to replace them during the project. The personal participation of certain employees, contract workers, subcontractors or partners must be agreed in writing.

    7. The parties mutually agree to take all necessary steps that are appropriate to preserve the independence of our employees, contract workers, subcontractors or partners. This is especially the case for offers of our customer for employment or for contracting our employees or partners on their own account

    8. Delays: If you delay the start of a consulting or training project, we are entitled to charge 20 % of the agreed consulting fees six months after the date of the contract, at least three consulting/training days as a deposit. If you continue to delay the project start we are entitled to charge the full fee (flat fee or fee for planned project time), one year plus planned project time after receiving the order. Should it be impossible for our company to provide the agreed services, or should you reject our performance (=cancellation), so our company can charge the full agreed fee (lump sum or fees for planned time allocation) immediately regardless of whether some of our own expenses can be saved or not. These rules apply regardless of whether the project has already begun, and regardless of the cancellation provisions that are in place for individual days. If an order is placed under the condition that funds are granted, then the customer has the obligation to participate in the filing procedure properly. If such involvement does not happen, we shall be treated as if the condition occurred and the project was canceled by the customer.

    9. Consulting is a service where the success is heavily dependent on the involvement of the customer in respect to time and content. In order to meet the agreed framework the following conditions should be met by the customer:

    You inform the employees or the participants of trainings and optionally members of the union before the start of the consulting project in motivating way about goals, deadlines and organizational procedures. In addition, you instruct the employees to give to the consultant in a timely manner all necessary information truthfully and completely.

    The relationship of trust between the client and our company requires that our consultants are fully informed about prior and ongoing consultations – including those in other areas.

    The advisor and/or the training manager receives all necessary support for the preparation and implementation of all agreed and necessary activities, in order to assure project success. The customer is obliged to create the organizational conditions that allow an undisturbed and rapid progress of the project work. In this context, the active participation by the customer is agreed.

    At projects like ISO 9000 in the event of a success fee it is agreed that our consultants contribute to the methodological know-how and that this methodology will be applied in your company. Unless otherwise agreed, the layout and visual design of documents corresponds of our policy. This applies to the content structure of a management system as well as to the selection of the procedures for implementing the requirements of the underlying standards. Expenses for the design or redesign of graphics that is not necessary for the attainment of the certification shall be charged by us additionally. In particular, your employees shall not waive an activity arbitrarily that seems necessary to our consultant for obtaining of success (e.g. certification). When our consultant has completed and checked the documentation, your company is required to check and sign them in time, to distribute them according to the specifications of our consultant and to send a copy to the certification authority. With management systems that are audited by a certification authority, if a contingency basis is agreed, success fees will be charged at the time the certification body confirms the certification. Should a more general term (e.g. “at certification”) be used in correspondence, then this is the date agreed, not the date of issue of the official certificate, which takes place a few weeks later.

    Involvement of management: in some phases of the project, the agreed success can only be achieved if the top management is present and actively supports the project, where this has been agreed, or where it is necessary in the opinion of consultant. Only in such a way it is possible to ensure that the project runs according to the desired course. This point is a prerequisite in order to meet the proposed budget or the agreed lump sum fees.

    The customer shall ensure that the consultant receives all documents and information necessary for the execution and completion of the consulting project without special request timely and that he is informed about all the events and circumstances that are relevant to the execution of the order. This also applies to all documents, events and circumstances which become known in the course of the consultant project. The consulting company must assume that the documents submitted, information provided and orders given are correct and complete. In the case of late or incomplete delivery of documents (especially for accounting) or in case the documents are not delivered in the agreed form (particularly if they are not sorted as required), the consulting company is entitled to charge the agreed fee three times, or at least a penalty equal to a the fee for a quarter of a year.

    Dealing with resistance and conflicts: management must support the fact that the employees are facing the project in a positive or at least in a neutral way. Through the active participation of management it is avoided that resistance, misinformation or hiding of information are hindering the progress of the project. In particular, resistance has to be taken into account, where the codification of tasks and responsibilities cuts into existing competences. If, the consulting project needs more time because of incorrect or missing information, we are allowed to charge fees in addition to the agreed budget.

    Time-Table: at the start of the consulting project a rough plan is created for the total project plus a detailed plan and a precise timetable for the next steps. The company shall ensure that the personnel that is required is present at the scheduled times and does not have to focus on other tasks. If it is agreed that on part of the company activities are carried out as analysis, recording or implementation, they must be completed at the agreed time. The same applies to the preparation of documents. If a consultant visits the company as agreed for a follow-up activity and if he cannot continue his activity, because the people or the required documents are not available, he will try to use the time to perform other activities associated with the project. However, if additional time is required because of non-compliance on customer behalf, this will be billed to the customers with an additional hourly rate based on the recommendations of the professional organization of business consultants . If no other activities can reasonably be carried out, the consultant is entitled to charge the entire free time. On the request of the customer, the consultant in this case will try to use the time as meaningful as possible.

    Consulting reports are created only if this is agreed in the contract or requested by a funding agency. Otherwise, it is assumed that our client is writing down the outcome by himself in the context of meetings.

    The client is obliged to ensure that the documents created in the course of the consulting contract are only used for the purposes defined in the order. In particular, the disclosure of professional statements (reports, calculations, analysis, organization charts, programs, etc.) of our consultants to third parties needs the written consent of the management of our company. However, this never justifies a liability of our company to a third party in any case. Similarly, the use of professional statements of our company for advertising purposes, in dealing with customers or in dealings with suppliers, creditors and potential creditors is not permitted.

    The parties are bound to secrecy about all confidential information about which they may obtain knowledge during the consulting process. All information about facts, methods and knowledge have to be considered as confidential, which are not generally known and not generally available, at least in its concrete application in the execution of the contract. An exception for the disclosure is the forwarding of information if this is necessary to safeguard our own legitimate interests, if the relevant third parties are subjects to an equivalent obligation to maintain confidentiality. The obligation to maintain confidentiality shall exceed the termination of the contract. The foregoing obligation shall not prevent our consulting company from performing the same or similar jobs for other clients while maintaining confidentiality.

    The consulting company can process information brought to its knowledge, especially the personal data of customers, with IT technology or let it be processed by third parties. This information can also be available to persons who perform system support and control functions in the process. Office for rent The consulting company will ensure that the appropriate people are also under the obligation to maintain confidentiality.

    10. For trainings, our customer organizes the location and pays the costs directly. He has to make sure that there are presentation elements, sufficient stationery and drinks for the participants.

    For workshops or trainings, a complete closed atmosphere is necessary; participants should not leave the room, make calls, or be taken out of the training.

    If management takes part in events, the trainer must be informed in advance whether the manager will participate in various exercises. In any case, it must be ensured that the trainer and the participants are not prevented to achieve the training objectives by dominant behavior of management. The management commits himself as a participant to discuss differing opinions regarding training content and methodological approach with the trainer exclusively in private and not to criticize him in front of the group.

    If agreed training days must be changed from us to another time or location for compelling reasons, we will inform you about this immediately. If possible, another trainer of our company takes over the tasks. Further claims of any kind are excluded.

    For open seminars, the application is deemed binding if the sent order confirmation within 3 days is not contradicted.

    11. Guarantee: if a contract for work and services was agreed, the customer has the right that deficiencies are resolved by the consulting company. If the rework is not successful, the customer may require reduction of the costs or withdrawal from the contract. To the extent to which additional claims exist for damages, the paragraph above about liabilities applies.

    For orders in a series it is agreed expressly that you notify us in the case of negative feedback from your company immediately so that we may take action as deemed. Dissatisfaction with one part of the order does not entitle you to cancel the following parts.

    Termination of the agreement and its consequences: the contract may be terminated at any time by either party in writing with immediate effect or properly on the expiry of a certain date. In the case of ordinary termination of the contract the customer has to pay fees for the services rendered up to the date of termination on the basis of the actual hours and of the applicable hourly rates plus the expenses. In addition, the customer must keep the consulting firm totally harmless. If the proper termination is untimely, the terminating party is obliged to compensate the other party the resulting damage, possibly in addition to the fees based on the actual hours and the applicable hourly rates plus the expenses. In the event of an extraordinary termination due to breach of contract by one party , the terminating party has to compensate the other party for the damage incurred by the termination possibly in addition to the fees based on the actual hours and the applicable hourly rates plus the expenses.

    12. Fees: we will either charge a flat fee, the customer bears the costs of accommodation (room with shower and toilet, breakfast), or we agree on a daily fee, this is at least half a day, plus money for travelling and accommodation, in case of a training plus food costs. These prices apply only to the cost of the consultant/trainer, other costs (copying costs, translation, data entry, messenger services, etc.) will be charged separately at cost. If nothing else is agreed, the time for meetings, analysis, training, preparation and debriefing, and the creation of training documents will be charged. Should a project be suspended or terminated (whether by us or by the client), so we are either entitled to invoice previously accrued work with a pro rata percentage of the fixed fee (where a base amount for our know-how has to be considered, as well as the content and the proportion in the know-how that has been transferred in relation to the total know-how required for the project), or by expenditure of time (according to the guidelines of the Professional Organization), unless other arrangements (e.g. cancellations see above) come into play.

    You agree that we send the invoice electronically.

    13. Rates and terms have been agreed in writing in the course of placing an order or have been transmitted electronically as our order confirmation. If orders or order confirmations that are sent to us by our customers contain different conditions compared to the offer, these apply only if they were confirmed and submitted in writing or electronically by us.

    14. Invoices are issued promptly after end of the project, at bigger projects we are entitled to send an invoice for partial delivery. In this case all previously incurred fees will be charged, plus all expenses, even if they relate to a subsequent part. Payment terms agreed are always prompt payment without deduction, for international transfers the customer bears all costs, currency exchange costs and transfer charges. If in export orders regional taxes or duties shall be retained, the client is obliged to either carry these taxes in addition or to bear all costs of legal advice and support to ensure that the agreed amount actually reaches our account.

    15. If agreed deadlines are not met by your company, we try to use the dates otherwise. If successfully, there are no fees and a new appointment is made. If not successful, we will charge you the agreed fee. If it concerns consulting projects in which a package was agreed, this is at least a daily rate according to the guidelines of the professional organization, plus accrued and/or paid travel expenses. In open training cancellation fee is 50% between 6 weeks and 3 weeks before the start, then 100 %, and for once already shifted dates 100 %. For cancellations of entire projects or parts of projects there are provisions in point 8 (see above).

    16. If a success fee is agreed at the consulting project (e.g. in preparation for ISO 9000), it is agreed that the company will implement the directives the consultant transmits in a written form and releases documents of our consultant promptly. If this is not done and this is the reason why certification is not possible or why the success has not occurred (e.g., an audit cannot take place or a certificate shall not be granted because the documents are not released) we are still entitled to charge the full fee.

    17. Disclaimer for subsidies: if there is the possibility of a subsidy calculated or shown in our offer, we are glad to inform you, however do not take over any responsibility that you receive the grant, if there is no explicit guarantee in writing in the contract.

    18. Complaints regarding invoices are acknowledged by us only within 10 days after the invoice date and must be submitted in writing, explaining the details of assumed deficiencies. The part payment for the amount that is not in question has in any case to be paid immediately; otherwise we are entitled to charge costs and interest for it (see below).

    19. Removal of shortages: the customer is obliged to inform our management (nobody else) immediately about deficiencies that are noticed in writing and to allow their correction. Our company has the right and obligation to eliminate errors and deficiencies in the consulting service that become known subsequently. This right of the principal expires six months after the project’s completion. Instead of claims from warranty the customer cannot claim damages for non-performance. During the process of correction the client has the same obligation to participate as during the original project. If the client has not controlled the project progress and the deficiency has not been reported promptly and therefore additional work has to be done, or when the customer later requires more details in the consulting services to reach a goal, as was originally agreed, we are entitled to charge the extra effort.

    20. We always have the right to assign receivables to third parties.

    21. As method of payment is bank transfer to our bank account or cash is agreed. In case of check payments, we are entitled to charge or the cost of cashing a flat rate of EUR 300 per cheque.

    22. Payments are always made promptly upon receipt of invoice without deduction. The consulting company can ask for reasonable prepayments of fees and expenses and provide single or regular interim invoices for work already performed and for expenses already occurred. In the case of a demand for a prepayment or of an interim invoice the consulting company can make the performance of other activities dependent on the full payment of the amounts claimed.

    23. For delays in payment, reminder costs, collection costs and default interest will be charged. If in the case of delays extensions are required, you pay all our collection fees, all costs that arise to us from pursuing our claims (including internal costs), expenses, disbursements (for any title whatsoever) and all costs of litigation, particularly through the intermediary of a collection agency or a lawyer. The interest rates that are agreed for a delay are 1.5 % per month from the due date, whereas the interest is added after the month to the capital and the next month the interest rate is calculated from the increased capital base. Incoming payments are credited first to interest and fees and finally to the amounts invoiced, even if something else is indicated on the payment document. In case of delay of payment (without a written complaint within the time limit) you will receive a written or telephone reminder. In the event of insolvency of your company, we are entitled in the event of outstanding debts, to exploit knowledge, data and information we have received about your company otherwise and forward it to third parties of any kind, against payment or without payment.

    24. Our consultants and trainers have no power to collect money, the billing is done exclusively through us; you can pay by bank transfer to our official company account or personal collection to the general manager, unless otherwise agreed in writing.

    25. Copyright and intellectual property rights

    All intellectual property rights like proprietary rights and licensing rights on documents, on products or on other work results associated with the developed know how that have been created by the consulting company before or in the course of the project shall remain exclusively with the consulting company regardless of a collaboration between the consulting company and the client.

    Subjects are any written documents if they are created, arise are transmitted or are made available in the course of the contract, both as a whole works and achievements as well as in its parts, regardless whether the documents represent an independent creation and thus justify copyright, it is expressly agreed that each one constitutes intellectual property rights because the creation is associated with a significant investment by our company. For all documents, we have exclusive and unlimited right of use. If we subcontract consultants or trainer for these services, we receive from them in advance exclusive and unlimited rights of use – without restriction, for all current and future forms of reproduction and use, and the right to make any changes to it. Consulting documents (documentation for consulting projects, consultancy reports, evaluations, documentation of management systems and process descriptions), service descriptions, calculation systems and programs (even if they are programmed or improved by your staff) are our intellectual property. Our customer gets the limited right for use within his company for the intended purpose with respect to known and future contexts, and in terms of time at first until one month after the invoice date, and this right of use is limited transferable: for management systems within the defined scope and the defined locations, for trainings related to consulting for the defined participant groups or divisions.

    With the complete payment of the bill, this right of use is extended indefinitely and can only end, should the customer to breach an agreement with us (example: direct future hiring of a consultant employed by us without the interposition of our company). In no case, however, our customer receives the license for full transfer: without the written consent of our official management, the documentation may not be used to introduce similar management systems at another company, whether it is a paid or unpaid service, whether in companies in the corporate group at another company.

    Anyway, regardless of the fault, in case of violation our company has the right to charge the amount of half a consulting fee, or at least EUR 20,000 as a flat fee. If the documents are continued to be used after insolvency (compensation, bankruptcy) and we had not received the entire fee for the preparation in the course of insolvency, we obtain after completion of compensation or compulsory settlement, a fee of EUR 20,000 plus EUR 3,000 per year for our rights. Until full payment would be done, you won´t have any rights on the intellectual property.

    When a project is finished and the bill was issued, and if there is no follow-up project signed, no documentation of the completed project may be given to one of our consultants within two weeks after the completion of the project without written approval by our management (not even to the consultant who was in charge of the project, not even lending, and not in form of access to stored data), otherwise negligence and copyright infringement in the above sense will be assumed.

    The content of training documents (including copies of the flip charts) and transcripts (even when they are created, programmed or improved by your staff) is our intellectual property. Our customer gets the limited right of use it for use within his company for the intended purpose. Reproduction is only permitted within the legally permitted scope for the personal use of the participant as well as for his immediate supervisor and for his senior management.

    Explicitly mentioned is: the right of use does not include the permission to publish longer passages (e.g. entire pages or entire illustrations) as a quotation, and if there is an in-house training this is seen as a public. This right of use is initially valid until one month after the invoice date. With the complete payment of the bill, this right of use is extended indefinitely and can only end if the customer violates a contractual agreement with us (for example, a copy of the whole or a part and use for house training).

    In no case, however, our customer receives the license for full transfer: without the written consent of our official management, the documentation may not be used to introduce similar management systems at another company, whether it is a paid or unpaid service, whether in companies in the corporate group at another company.

    Anyway, regardless of the fault, in case of violation our company has the right to charge the amount of twice the fee to be applied in training per participant, or at least EUR 5,000 as a flat fee for every day of training. If the documents are continued to be used after insolvency (compensation, bankruptcy) and we had not received the entire fee in the course of insolvency, we obtain after completion of compensation or compulsory settlement, a fee of first half of the total training fee plus EUR 4000 per year for our rights.

    The Client will not modify documents submitted by the consulting company, in particular mandatory reports. The same applies for products and other related work, as long as their purpose is not just to be edited further by the client.

    26. Reference: any company that operates in the framework of our cooperation under our name is authorized in writing or verbally to name the job as a reference when a sub-step of a job is finished. You agree to provide truthful information. Likewise, it is agreed that you give no reference information when a former consultant of our company acquires jobs on its own account or on behalf of third parties and calls your project as a reference.

    A note in advertising or to business partners for reference on the existing contractual relationship to our company needs to be permitted to the customer in writing by our management.

    27. Liability: It is agreed that claims for damages of whatever kind are excluded from our company, except in case of intent. This also applies to breach of obligations by our employees, contract workers, subcontractors or partners. Any claim of damages shall be made in court within six months after the claim or after the claimant has gained knowledge, but shall be made no later than three years after the date of the operative event. If the activity is carried out with the involvement of a third company, a lawyer, a civil engineering or technical offices, a trustee, a computer company or a subcontractor, the liability and warranty charges – as applicable under the law of the third party – are transferred to our customer and our customer will charge the third party directly. Our company is only liable for negligence in the selection of this third party.

    28. No headhunting: You agree to book exclusively all consultants that are at this time employed by us and working with us for or working for a subcontractor or subcontract as a self employed consultant during the course of this agreement and three years after completion of the job (invoicing date, if not available: order date) through our company or another company of our group (as part of our cooperation) and not to give them directly an order from your company, not to recommend or headhunt them to be employed in another company and not to employ them in your company group (even if the consultant was in the meantime no longer working for us), otherwise a penalty in the amount of the fee for all projects not booked through us plus 50% penalty, in the amount of at least six months of income by the employed consultant/coach plus all associated costs (investigative, legal, etc.) is agreed as binding and will be invoiced by us.

    29. These terms apply prior to any general conditions of purchase.

    30. In the event that individual provisions of these Terms and Conditions should be invalid, this shall not affect the validity of the remaining provisions. The parties will replace the ineffective part with an effective one, which comes closest to the intention of the invalid condition. Similarly, gaps need to be filled.