Terms of Services / General Terms & Conditions
General conditions for consulting services
Definitions
The following terms shall have the following meanings for purposes of these General Terms and Conditions:
Contractor
Contract Tools GmbH
Carl-Georg-Heiose-Weg 17
23568 Lübeck
Tel +49 (0) 451 280 4391
and all employees of the Contractor or consultants engaged by the Contractor for this service.
Authorized Contractor
The company owner or any employee of the Contractor who is demonstrably authorized in writing to make contractual arrangements on behalf of the Contractor.
Client
The principal named in the purchase order and any employees of the principal or employees and/or consultants retained by the principal.
Parties
Principal and/or Contractor depending on the context.
Services, performance of services
All contractually agreed performances, services, activities, which are to be understood as part of the execution of the contract.
Contract
Binding order for the provision of services. In these Terms and Conditions, the meaning is related only to the relationship between the Contractor and the Client. The contract consists of the order, these General Terms and Conditions, and other annexes agreed upon in writing.
Order
Written order of the Customer to the Contractor with the description of the service to be provided.
General Conditions
These General Conditions, which shall be considered as part of the Contract.
References to paragraphs and sub-paragraphs, unless specifically noted, refer only to paragraphs or sub-paragraphs from these General Conditions.
All headings in this condition apply only for ease of reading and shall have no effect on the interpretation of the contents of the corresponding paragraph.
Legally binding nature of the conditions
These Terms and Conditions shall govern the relationship between the Contractor and the Client, unless other terms and conditions are agreed. These terms and conditions are thus an integral part of the contract and are exclusively valid, unless individual terms and conditions are expressly stipulated otherwise in the contract.
Supplements or additions to the contract shall only be valid if confirmed in writing by an authorized contractor. Verbal collateral agreements do not have any contractual validity as long as they have not been confirmed in writing by an authorized contractor.
Commencement of performance
The Contractor shall commence with the commencement of the agreed services on the date specified in the offer or, if this has not been defined, on a date mutually agreed between the parties.
Duration of performance
Contractor shall make all necessary and reasonable efforts to perform the agreed Services and/or Deliverables within the time specified in the Proposal. However, under no circumstances shall Contractor be liable for any damages, costs, expenses losses or other claims due to incomplete and or late performance, delivery and/or results in connection with the dates specified in the Proposal or in any other document with respect to the performance of the Services.
Place of performance of services
The time and place of performance of the Services shall be mutually agreed in detail by the Parties.
Remuneration
Unless otherwise stipulated in the contract, the Contractor shall receive remuneration for its work on a time and material basis in the amount of the agreed prices. All prices are exclusive of value added tax at the statutory rate. The remuneration shall be due 14 days after invoicing. Extraordinary consulting services, in particular the preparation of extensive expert opinions, shall be remunerated separately upon prior agreement between the parties. The parties may agree on additional services, such as a change in the duration of the services or a change in the agreed location, both in the case of complete or partial relocation.
Unless otherwise agreed, the basis for charging for additional services shall be the charging rates for personnel / consultant services attached to the offer.
Unless otherwise agreed, the Client shall reimburse all costs related to travel and/or other expenses explained in the offer.
If a partial amount of an invoice is disputed between the parties, this does not entitle to suspend the entire payment. The undisputed part of the invoice shall be paid immediately.
Duties of the Contractor
The Contractor undertakes to apply the principles of quality assurance in accordance with the relevant standards when performing the deliveries and services. The services shall be performed with the necessary care, experience and prudence. The Contractor shall take all necessary measures to ensure that its employees and consultants commissioned by it comply with the laws and regulations of the countries and workplaces in which the services are performed.
In case of assignment within Europe, the Contractor shall make every effort to comply with the legal provisions of the tax legislation and national insurances within the scope of its competence for employees and shall indemnify the Client against claims that may arise from the violation of any of these provisions. In case of assignment outside Europe, the Client assumes responsibility for all tax insurance or other necessary measures in conformity with the country-specific requirements and laws of the place of performance. In this case, the Customer shall take all necessary measures to prevent damage to the Contractor in connection with these requirements.
The Contractor undertakes to keep confidential all information received by it and its employees and/or consultants commissioned by it, unless such information is publicly accessible. All documents and information provided to the Contractor shall be kept secret and shall be used exclusively for the execution of the respective assignment.
Duties of the Client/Customer
The Customer shall provide the Contractor with all necessary documents and information in a complete and timely manner to enable the Contractor to perform the services. The Customer shall ensure that the Contractor is provided with all documents necessary for the performance of its activities in a timely manner, that it is provided with all information and that it is informed of all processes and circumstances that affect the Contractor's duty to perform. This shall also apply to documents, processes and circumstances which only become known during the Contractor's activity. The Customer shall support the Contractor as required and requested by the Contractor in order to enable the Contractor to perform its services. If the Customer is requested by the Contractor to make a decision or take a measure on the basis of the contractual requirements relating to the project, the Customer undertakes to make such decisions or take such measures in such a way that the performance of the Contractor's services is not hindered or delayed as a result.
If the Contractor is to work at the Client's site, the Client shall provide the Contractor with the following services and equipment free of charge: adequate office space including equipment, furnishings and fittings, secretarial support for various typing tasks, telephone, fax, Internet, or other typical aids that can be expected in the context of the provision of services and the facilities for copying, printing, etc.
If the Client provides accommodation, the accommodation should not be inferior to the standard of accommodation for the Client's own personnel.
Prohibition of solicitation of employees
The Contractor undertakes during the term of the Contract and until 6 months after the end of the Contract not to attempt to poach or otherwise employ any employee of the Contractor who is, has been or will be employed by the Contractor to perform any service, either directly or indirectly through third parties, its own employees or other companies. The Customer declares that he is aware that the payment for the services has been made on the basis of the above clause. The Customer expressly declares that he accepts this clause as a valid part of the contract and that the violation of this provision obliges him to pay damages.
The Customer further agrees that the violation of the prohibition of solicitation of employees shall result in liquidated damages in the amount of 12 monthly salaries of the employee. The Client further declares that it considers this amount to be adequate to compensate the Contractor for any damage caused by the enticement. In this context, 12 months' salary means the amount that the Contractor would pay to the Employee if the Employee were fully employed, based on the agreed rates.
Limitation of liability
Except for legal liability for gross negligence or intent, the Contractor shall not be liable to the Client for any loss, damage, costs incurred due to misleading, incomplete and/or misleading instructions or/and information.
The Contractor shall also not be liable for any information, information or recommendations provided by specialists and/or experts engaged at the request of the Client.
The Contractor shall not be liable for any direct or indirect losses incurred by the Client as a result of claims arising from breaches of the Contract and/or negligence in the performance of the Services.
The Contractor's maximum liability to the Client shall be limited in the case of justified claims arising from breaches of the Contract and/or negligence up to a maximum amount of 10% of the affected part of the performance underlying such claim.
The Contractor shall not be liable for any claim based on breach of contract unless served in writing within 6 months after the completion of the performance.
The Parties agree that the rates for the Services have been arrived at on the basis of the above limitation of liability and that the Customer is fully bound by this limitation of liability irrespective of the nature of the Customer's claim against the Contractor.
Suspension and cancellation
Customer may at any time, upon 30 days written notice, terminate the Agreement in whole or in part so that Customer's performance shall be terminated on the date specified in the notice or such other date as may be agreed upon. Upon receipt of such notice, Contractor shall take all necessary steps to complete the Services and minimize costs and expenses. The Customer shall have the right to terminate the Contract immediately if the Contractor fails to perform or commits an obvious breach of the Contract and fails to remedy the defect after 14 days despite written request by the Customer or if the Contractor becomes insolvent.
If the Contractor is unable to perform the Contractual Services due to events beyond its control (such events include, but are not limited to, acts of God, war, riots, insurrections, strikes, obstruction by third parties), the Contractor shall have the right to suspend the performance of the Contract for the period justified by such events.
The Contractor shall have the right to terminate the Contract at any time, without waiving any defense and without waiving any possible other claims related to the Contract, if the Customer a) fails to pay the due invoices in accordance with the agreed terms in the Contract within 30 days or b) the Customer becomes insolvent c) becomes insolvent or d) abandons the original business basis or e) is taken over or merged by another company. The Contractor has the right to terminate the contract if the performance of services has been suspended for more than 6 months. The termination of the contract does not affect any rights of the parties under the contract. If the provision of services is suspended for any reason, the Contractor has the right to a reasonable period of time until the resumption of the provision of services, which period should not exceed 1 month.
In the event that the provision of the Services has been suspended because the Customer has not made payments within 30 days from the date of receipt of the invoice, it is agreed that the Customer shall bear all expenses, damages and additional services of the Contractor incurred as a result of such suspension. The payment of these aforementioned expenses is a precondition for the resumption of the provision of services.
In the event that the Customer exercises its right to terminate the Contract in part or as a whole, the Customer shall be obliged to reimburse the following expenses: a) the remuneration, rates and allowances due under the Contract up to and including that date, b) 50% of the remaining theoretical remuneration if the Contract would have run to its original end without termination, and c) all expenses in connection with the termination and suspension of the Services, including but not limited to reimbursement of the return travel expenses of the Customer's employees and/or consultants, including their escorts and their equipment.
Copyright
All rights to drawings, plans, specifications, blueprints, calculations, documents, reports, studies, papers, tools, ideas and all other concepts created by the Customer (hereinafter referred to as Contractor's IP) shall remain with the Contractor. However, the Contractor grants the Client the license to make any copies in order to use the Contractor's IP for the Client's business. This license extends only to such activities that are directly related to the contractual agreement and only to the Customer's company. The use of the Contractor's IP for e.g. further companies in a group or association of companies, requires the express written permission of the Contractor. The Contractor shall not be liable if these IP of the Contractor are used in a different context than originally intended by the Agreement.
Transfer of the contract
Neither party has the right to transfer any rights and claims under the Contract to a third party until this has been accepted in writing by the other party.
Confidentiality, data protection
The Contractor is obliged to maintain secrecy about all information that becomes known to him in connection with his work for the Client, regardless of whether this concerns the Client himself or his business connections, unless the Client releases him from this obligation to maintain secrecy. The Contractor shall only be authorized to process or have processed personal data entrusted to it within the scope of its activities with its prior express written consent. If third parties are involved, the Contractor shall ensure their obligation to maintain confidentiality.
Retention and return of documents
The Contractor undertakes to properly store all business and operating documents made available to it, and in particular to ensure that third parties cannot inspect them. The documents made available shall be returned to the contractual partner upon request during the term of the contract, after termination of the contract without being requested to do so, or shall be destroyed.
Contractual instructions
Any written notification of claims and/or demands and/or instructions required by the Contract shall be made in writing by recognized mail service with return receipt or by fax with return receipt or by email with return receipt. The valid address for the Contractor shall be the address specified in the Proposal or such new address as may be notified in writing from time to time.
Law and place of jurisdiction
To the extent that any law does not confer exclusive jurisdiction on the courts, the parties submit to arbitration for all disagreements and disputes arising out of this Agreement, including those relating to its effectiveness and continuation in effect, for themselves and their successors in title, to the exclusion of the ordinary courts of law, for which the following provision shall apply:
All disputes arising in connection with a contract or concerning its validity shall be finally settled by the Court of Arbitration of the Hamburg Chamber of Commerce to the exclusion of the ordinary courts of law. German law shall apply to the content of the dispute.
Final Provisions
Amendments and supplements to a contract must be made in writing to be effective. This also includes the amendment of the written form requirement.
Verbal collateral agreements do not exist.
Offers shall remain valid for 4 weeks from the date of the offer.
If individual provisions of this contract are or become invalid, this shall not affect the validity of the remaining provisions. In this case, the contracting parties shall replace the invalid provision with another provision that comes closest to the economic purpose of the omitted provision in a permissible manner.
No breach or delay by a party in timely filing a claim shall cause any claim to lapse. Further, only partial exercise of claims does not lead to a waiver of further possible claims within and outside the contract.