General Business
Terms and Conditions (GTC)
- General principles / scope
1.1 These General Terms and Conditions apply exclusively to all legal transactions between the client and the contractor (management consultant). The version valid at the time the contract is concluded is decisive.
1.2 These General Terms and Conditions also apply to all future contractual relationships, even if this is not expressly stated in additional contracts.
1.3 Any conflicting general terms and conditions of the client are invalid unless they are expressly accepted in writing by the contractor (management consultant).
1.4 Should individual provisions of these General Terms and Conditions be and/or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis of them. The invalid provision shall be replaced by a valid provision that comes closest to its meaning and economic purpose. - Scope of the consulting assignment / representation
2.1 The scope of a specific consulting assignment is contractually agreed in each individual case.
2.2 The contractor (management consultant) is entitled to have the tasks assigned to him carried out in whole or in part by third parties. Payment to the third party is made exclusively by the contractor (management consultant) himself. No direct contractual relationship of any kind arises between the third party and the client.
2.3 The client undertakes not to enter into any business relationship of any kind during or for a period of three years after the termination of this contractual relationship in order to fulfil its contractual obligations. In particular, the client will not commission these persons and companies to provide the same or similar consulting services that the contractor (management consultant) also offers. - Client's duty to provide information / declaration of completeness
3.1 The Client shall ensure that the organisational framework conditions at its place of business allow work to be carried out as undisturbed as possible and conducive to the rapid progress of the consulting process when fulfilling the consulting assignment.
3.2 The Client shall also provide the Contractor (management consultant) with comprehensive information about previously conducted and/or ongoing consultations – including in other specialist areas.
3.3 The client shall ensure that all documents necessary for the fulfilment and execution of the consulting assignment are submitted to the contractor (management consultant) in a timely manner, even without a specific request from the contractor, and that the contractor is informed of all processes and circumstances that are important for the execution of the consulting assignment. This also applies to all documents, processes and circumstances that only become known during the consultant's work.
3.4 The Client shall ensure that its employees and the legally required and, where applicable, established employee representation (works council) are informed of the Contractor’s (management consultant’s) activities before they begin their work. - securing independence
4.1 The contracting parties undertake to be mutually loyal.
4.2 The contracting parties mutually undertake to take all precautions that are suitable to prevent the independence of the commissioned third parties and employees of the contractor (management consultant) from being compromised. This applies in particular to offers from the client for employment or the acceptance of orders on their own account. - reporting / reporting obligation
5.1 The Contractor (Management Consultant) undertakes to report to the Client on his work, that of his employees and, if applicable, that of commissioned third parties in accordance with the progress of the work.
5.2 The Client shall receive the final report within a reasonable time, i.e. two to four weeks, depending on the nature of the consulting assignment, after completion of the assignment.
5.3 The contractor (management consultant) is not subject to instructions when producing the agreed work and acts at his own discretion and under his own responsibility. He is not bound to a specific place of work or to a specific working time. - protection of intellectual property
6.1 The copyrights to the works created by the contractor (management consultant) and his employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data storage devices, etc.) remain with the contractor (management consultant). They may be used by the client during and after termination of the contractual relationship exclusively for the purposes covered by the contract. The client is therefore not entitled to reproduce and/or distribute the work(s) without the express consent of the contractor (management consultant). Under no circumstances does unauthorized reproduction/distribution of the work give rise to liability on the part of the client (management consultant) towards third parties - in particular for the accuracy of the work.
6.2 If the Client violates these provisions, the Contractor (Management Consultant) shall be entitled to terminate the contractual relationship immediately and prematurely and to assert other legal claims, in particular for injunctive relief and/or damages. - warranty
7.1 The contractor (management consultant) is entitled and obliged, regardless of fault, to correct any inaccuracies and defects in his performance that come to his attention. He will inform the client of this immediately.
7.2 This claim of the Client expires six months after the respective service has been provided. - Liability / Damages
8.1 The contractor (management consultant) is liable to the client for financial losses from IT services up to the amount of EUR 500,000 that are not the result of personal injury or property damage - personal injury and other damage (property damage and financial losses) for office risk up to the amount of EUR 5,000,000 - only in the event of gross negligence (intentional or grossly negligent). This also applies mutatis mutandis to damages caused by third parties brought in by the contractor.
8.2 The Client’s claims for damages can only be asserted in court within six months of knowledge of the damage and the person responsible, but no later than three years after the event giving rise to the claim.
8.3 The Client must provide proof that the damage is due to the Contractor’s fault.
8.4 If the contractor (management consultant) carries out the work with the assistance of third parties and in this connection warranty and/or liability claims arise against these third parties, the contractor (management consultant) assigns these claims to the client. In this case, the client will primarily hold these third parties responsible. - confidentiality / data protection
9.1 The Contractor (Management Consultant) undertakes to maintain absolute confidentiality regarding all business matters that come to his knowledge, in particular business and trade secrets as well as any information he receives about the nature, scope of operations and practical activities of the Client.
9.2 Furthermore, the Contractor (Management Consultant) undertakes to maintain confidentiality towards third parties regarding the entire content of the work as well as all information and circumstances that have come to his attention in connection with the creation of the work, in particular regarding the data of the Client's clients.
9.3 The contractor (management consultant) is released from the obligation of confidentiality towards any assistants and representatives he employs. However, he must impose the obligation of confidentiality on them in full and is liable for any breach of the confidentiality obligation by them as if it were his own breach.
9.4 The obligation of confidentiality shall continue indefinitely even after the termination of this contractual relationship.
9.5 The contractor (management consultant) is entitled to process personal data entrusted to him within the scope of the purpose of the contractual relationship. The client guarantees the contractor that all necessary measures have been taken for this purpose, in particular those within the meaning of the Data Protection Act, such as declarations of consent from those affected. - fee
10.1 After completion of the agreed work, the contractor (management consultant) will receive a fee in accordance with the agreement between the client and the contractor (management consultant). The contractor (management consultant) is entitled to submit interim invoices in accordance with the progress of the work and to request proof of activity in accordance with the respective progress. The fee is due upon invoice from the contractor.
10.3 Any cash expenses, expenses, travel costs, etc. incurred must be reimbursed by the Client upon presentation of an invoice by the Contractor (Management Consultant).
10.4 If the agreed work is not carried out for reasons on the part of the client or due to a justified early termination of the contractual relationship by the contractor (management consultant), the contractor (management consultant) retains the right to payment of the entire agreed fee less any saved expenses. If an hourly fee is agreed, the fee is to be paid for the number of hours that would have been expected for the entire agreed work, less any saved expenses. The saved expenses are agreed as a flat rate of 30 percent of the fee for those services that the contractor has not yet provided by the day the contractual relationship is terminated.
10.5 In the event of non-payment of interim invoices, the Contractor (Management Consultant) is released from his obligation to provide further services. However, this does not affect the assertion of further claims resulting from non-payment. - Electronic Invoicing
11.1 The contractor (management consultant) is entitled to send invoices to the client in electronic form. The client expressly agrees to the client (management consultant) sending invoices in electronic form. - duration of the contract
12.1 This contract shall generally terminate upon completion of the project.
12.2 Notwithstanding this, the contract may be terminated at any time by either party for important reasons without observing a period of notice. Important reasons are in particular if one of the contracting parties breaches essential contractual obligations or
if insolvency proceedings are opened against a contractual partner or the bankruptcy application is rejected due to insufficient assets to cover costs. - final provisions
13.1 The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to inform each other immediately of any changes.
13.2 The place of jurisdiction for merchants, legal entities under public law or special funds under public law is Potsdam.
13.3 All contracts concluded between the parties under these General Terms and Conditions are subject to the law of the Federal Republic of Germany. Reference to foreign law according to the principles of private international law (IPR) is excluded.
13.4 Changes to the contract and these General Terms and Conditions must be made in writing. There are no oral side agreements. This also applies to changes to this written form clause.
