General Terms and Conditions

General Terms and Conditions shall apply to contracts between Convensis GmbH (hereinafter called consultant) and its principal (hereinafter called client) unless otherwise expressly agreed in writing or mandatorily specified by law.

 

1. Scope

General Terms and Conditions shall apply to contracts between Convensis GmbH (hereinafter called consultant) and its principal (hereinafter called client) unless otherwise expressly agreed in writing or mandatorily specified by law.

 

2. Subject of Activity

Subject of activity of the consultant is to provide the client with comprehensive advice and support on their business start-up by consulting, training, analysis and other related services. Activity of the consultant may pertain to already existing or newly founded companies.

 

3. Scope and Performance of Services

a) For the scope of services provided by the consultant the consulting contract concluded shall be decisive. In this respect, the consultant will provide the client with a written offer in advance. Contracts shall only be concluded by written acceptance (order confirmation) of the offer. The consultant shall be bound by written offers for a period of four weeks.

b) The consultant shall accept the facts as presented by the client, particularly as relating to figures, as correct. The consultant shall inform the client of any inaccuracies discovered.

c) The consultant is not authorized to represent the client.

 

4. Duty of Confidentiality

a) Both sides are legally obliged to treat any and all information, facts and procedures – particularly personal information, business concept etc. – obtained in connection with the performance of the assignment as confidential, unless a contracting party is released from this obligation. The duty of confidentiality shall continue to apply after the contract ends.

b) The duty of confidentiality shall apply to the same extent to all employees of the consultant.

c) The consultant shall treat personal data as confidential towards third parties. Offers of the consultant (e.g. company takeover, company succession, market research data etc.) may not be disclosed to third parties without prior consent.

d) The consultant stores data which becomes known within the scope of business relations with the help of electronic data processing used solely for completion of the object of contract. Trading of this data is excluded.

e) The client agrees that the consultant is authorized to obtain business and private information about the client within the scope of business relations.

f) To persons whose involvement the consultant is dependent on for the successful completion of the order the consultant may only disclose the necessary information with consent of the client.

 

5. Involvement of third parties

The consultant has the right of choice by which vicarious agents (employees, third parties) work is carried out.

 

6. Liability

a) In the fulfillment of duties, the consultant is bound by the due diligence of a prudent businessman.

b) For faults of vicarious agents, liability shall be limited to a maximum amount of EUR 100.000,– for each individual claim in case of slight negligence. To this end, the consultant has concluded pecuniary damage liability insurance. The consultant cannot be held liable for damage caused by false information from the client.

c) As individual claim, when a onetime payment is made, that case is also regarded in which a pecuniary damage occurs towards several compensable persons or a unified pecuniary damage consists of several infringements. The same applies to all consequences of an infringement whereby in this respect, repeated acts or omissions based on the same or a similar error shall be deemed a single breach of duty if the matters concerned are legally or commercially related.

d) The statutory periods of limitation shall apply for claims for damages. The claim must be made immediately after the claimant has gained knowledge of the damage and the event causing the claim. The claim shall expire if legal action is not taken within a six month deadline subsequent to the written refusal of acceptance of the indemnity.

e) Telephone information shall be non-binding. For verbal declarations and verbal information of the consultant liability is only assumed if they are confirmed in writing.

 

7. Obligations of the Customer

a) The customer is obliged to cooperate and support the consultant, particularly to inform the consultant concerning all matters and circumstances relevant to the execution of the contract.

b) The customer may only pass on analyses and results of the consultant with consent of the consultant unless otherwise stated in the order.

 

8. Calculating the Remuneration

a) The fee is defined by the offer of the consultant. The consultant gives proof of the service provision that can be accessed by the client at any time.

b) The fee is due after performed or completed service, payable immediately on receipt of invoice, without deduction. The consultant reserves the right to provide invoicing of services or to make use of installments.

c) Offset against the remuneration of the consultant is only permissible against undisputed or legally binding claims.

 

9. Termination of the Contract

a) The contract ends with the completion of services defined in the offer, upon expiration of the agreed term or by termination.

b) Each and every party shall be entitled to terminate the contract without notice if an important reason is provided. The termination is to be declared in writing giving reasons. In particular, such an important reason shall exist if there is a substantial disagreement over design and implementation of the order that makes further cooperation impossible, if the objective of the order cannot be attained, or in case of delay in performance of more than two months.

 

10. Remuneration in Case of Premature Termination

In case of premature contract termination, the consultant shall charge a fee for the services rendered until that date. Claims for damages shall remain unaffected.

 

11. Applicable Law, Place of Fulfillment and Jurisdiction

a) The order, its execution and resulting claims are solely subject to German law.

b) For contracts with commercial clients Stuttgart shall be the place of fulfillment and jurisdiction.

 

12. Modifications and Amendments

Modifications and amendments to the General Terms and Conditions shall be made in writing.

 

13. Effectiveness in Case of Partial Invalidity

In the event that individual provisions of the General Terms and Conditions are or become ineffective, the validity of the remaining provisions shall not be affected.