General Terms and Conditions

§ 1 General provisions / Scope of application

1.1 These General Terms and Conditions exclusively apply to all legal transactions between the client and the consultant. The version valid at the time of the contract's conclusion shall be decisive.

1.2 These General Terms and Conditions also apply to all future contractual relationships, hence, even if not explicitly referred to in additional contracts.

1.3 Contradictory General Terms and Conditions of the client are not applicable unless they are explicitly acknowledged in writing by the consultant.

1.4 In the event that individual provisions of these General Terms and Conditions should be and/or become ineffective, this does not affect the validity of the remaining provisions and the contracts concluded on their basis. The ineffective provision is to be replaced by an effective provision that comes closest to its meaning and economic purpose.

§ 2 Scope of consulting services / Substitute representation

2.1 The scope of a specific consulting assignment will be agreed upon contractually on a case-by-case basis.

2.2 The consultant is entitled to have the tasks incumbent upon her performed wholly or partially by third parties (subcontractors). The payment of the third party is exclusively done by the consultant herself. No direct contractual relationship of any kind is established between the third party and the client.

2.3 The client undertakes not to enter into any business relationship of any kind with persons or companies that the consultant uses to fulfill her contractual obligations during this contractual relationship. In particular, the client will not commission these persons and companies with such or similar consulting services that the consultant also offers.

§ 3 Obligation to provide information by the client / Declaration of completeness

3.1 The client will ensure that the organizational conditions at his place of business allow for as undisturbed a work environment as possible, conducive to the rapid progress of the consulting process when carrying out the consulting assignment.

3.2 The client will also provide the consultant with comprehensive information about previously carried out and/or ongoing consultations - even in other areas of expertise.

3.3 The client will ensure that, even without her specific request, the consultant is provided with all documents necessary for the fulfilment and execution of the consulting assignment in a timely manner, and is informed about all procedures and circumstances that are relevant for the execution of the consulting assignment. This also applies to all documents, procedures, and circumstances that only become known during the consultant's work.

3.4 The client will ensure that his employees and the legally prescribed and possibly established employee representation (works council) are informed about the consultant's activity before it begins.

§ 4 Safeguarding independence

4.1 The contracting parties commit to mutual loyalty.

4.2 The contracting parties mutually commit to take all precautions that are suitable to prevent a threat to the independence of the commissioned third parties and employees of the consultant. This applies in particular to offers of employment by the client or the acceptance of assignments on their own account.

§ 5 Reporting / Reporting obligation

5.1 The consultant commits to reporting to the client on her work, the work of her employees, and possibly also commissioned third parties, in accordance with the progress of the work.

5.2 The client will receive the request within a reasonable time, agreed upon in advance, depending on the type of consulting assignment, after the assignment is completed.

5.3 The consultant is free of directives in the performance of her consulting services, acts at her own discretion and on her own responsibility. She is not bound to any specific workplace or working hours.

§ 6 Protection of Intellectual Property

6.1 The copyrights for the consulting services created by the consultant and her employees and commissioned third parties (in particular application content, offers, reports, analyses, programs, performance descriptions, drafts, calculations, drawings, data carriers, etc.) remain with the consultant. They may be used by the client during and after the termination of the contractual relationship exclusively for purposes covered by the contract. The client is only entitled to duplicate and/or distribute the embodied consulting services with the express written consent of the consultant. In case of unauthorized duplication/distribution of the embodied consulting services by the client, the client indemnifies the consultant from liability towards third parties.

6.2 The client's violation of these provisions entitles the consultant to terminate the contractual relationship prematurely and immediately and to assert other legal claims, especially for omission and/or damages.

§ 7 Liability / Damages compensation

7.1 The consultant is liable without limit for intent or gross negligence, for injury to life, body or health, under the provisions of the Product Liability Act, and to the extent of any warranty assumed by the consultant.

7.2 In the event of a minor negligent breach of a duty that is essential for achieving the purpose of the contract (cardinal obligation), the consultant's liability is limited to the amount of damage that is foreseeable and typical for the type of business in question.

7.3 There is no further liability of the consultant.

7.4 The above limitation of liability also applies to the personal liability of the consultant's employees, representatives, and corporate bodies.

§ 8 Confidentiality / Data Protection

8.1 The consultant commits to absolute confidentiality regarding all business matters that come to her attention, particularly business and trade secrets, and any information she receives about the nature, operational scope, and practical activity of the client.

8.2 Furthermore, the consultant commits to maintain silence towards third parties about the entire content of her consulting services as well as all information and circumstances that have come to her in connection with the provision of the consulting services, especially about the data of the client's clients.

8.3 The consultant is released from the obligation of confidentiality towards any assistants and representatives she employs. However, she must fully transfer the obligation of confidentiality to them.

8.4 The obligation to maintain confidentiality extends indefinitely beyond the end of this contractual relationship.

8.5 The consultant is entitled to process personal data entrusted to her by the client within the framework of the purpose of the contractual relationship. Insofar as personal data of third parties is processed on behalf of the client, the client guarantees the consultant that all necessary measures, in particular those under applicable data protection regulations (in particular GDPR, BDSG), such as obtaining the necessary consents from the persons concerned, have been taken. If necessary, in individual cases the parties will conclude a contract for the processing of personal data on behalf of the client in accordance with Art. 28 GDPR.

§ 9 Electronic Invoicing

9.1 The consultant is entitled to submit invoices to the client in electronic form. The client expressly agrees to the delivery of invoices in electronic form by the consultant.

§ 10 Duration of the Contract

10.1 The terms of the contract apply regarding its formation and duration.

10.2 In addition, the contract can be terminated at any time for important reasons by either party without observing a notice period. An important reason is particularly considered to be,

• if a contract partner breaches significant contractual obligations, or

• if insolvency proceedings are initiated over a contract partner, or if the bankruptcy application is rejected due to lack of cost-covering assets.

§ 11 Final Provisions

11.1 The contracting parties confirm that they have made all statements in the contract conscientiously and truthfully, and they commit to promptly notifying each other of any changes.

11.2 Changes and terminations of the contract and these Terms and Conditions require written form; the same applies to a deviation from this form requirement. No oral side agreements exist.