General terms and conditions
Legally non binding English Translation of the German original version.
- 1.1. These general terms and conditions (GTCs) are valid for all consulting contracts/services provided by am EXECUTIVE CONSULTING represented by Dr. Axel Müller, Sebastianusstraße 52, D-56112 Lahnstein (hereinafter referred to as “Consultant”) with a contracting party (hereinafter referred to as “Client”). The services to be provided are set forth in the given contract and any appendices. The Consultant is entitled to provide some consultancy services through a third party.
- 1.2. The Consultant provides consultancy services as an independent consultant in accordance with the principles of accepted professional standards.
- 1.3. These GTCs apply to all future contracts even if not expressly agreed again. Deviating terms by the Client that the Consultant does not expressly acknowledge are non-binding even if not expressly contradicted.
- 1.4. The Consultant is entitled to unilaterally modify these GTCs for the future. The modified GTCs shall become part of the contract if not controverted by the Client within 14 days from the date of receipt of the change notification from the Consultant; a message via e-mail to the last known e-mail address of the Client is sufficient
- 1.5. The Consultant is entitled to amend or to adapt these GTC for each individual project. In such case the consultant will add the relevant project related GTC to his quotation.
2. Services, contract conclusion, form, Place of performance, Client obligations
- 2.1. Offers are subject to change without notice. The Consultant is bound by an offer for two weeks unless differing agreements were reached. The time of submission of the offer is definitive.
- 2.2. The contract is concluded via written confirmation of the offer by the Client or by written order confirmation from the Consultant.
- 2.3. The Consultant independently determines his working hours and location. The preferences of the Client are taken into consideration.
- 2.4. The Client agrees to support the activities of the Consultant. 2.5. The Client shall provide the necessary information, materials, and data for fulfilment of the consulting order. They must be provided in standard and directly usable formats. Should the Client discover that this information, data, or these materials are erroneous, incomplete, or inconsistent, he shall immediately notify the Consultant.
- 2.5. The Client shall back up his data and content regularly. The Consultant is not obligated to back up data unless otherwise specifically agreed.
3. Remuneration and Reimbursement of costs
- 3.1. Unless otherwise agreed, the work of the Consultant shall be invoiced at the daily rate according to the current price list plus statutory sales tax.
- 3.2. If the Consultant works less than a full workday, an hourly rate shall be charged. Unless otherwise agreed, the hourly rate is in accordance with the current price list plus statutory sales tax. Travel time to the location where services are provided are billed at half the hourly rate per hours travelled.
- 3.3. A workday has 8 hours for the purposes of these GTCs.
- 3.4. For consulting days scheduled but not used in the anticipated time frame, payment in the amount of 80% of the daily rate is due.
- 3.5. Travel costs and meals of the consultant shall be reimbursed. Unless otherwise agreed, by free choice of means of transport and accommodation the expenses of the consultant shall be reimbursed as follows: (1) Accommodation costs: against proof, in Germany maximum 400,00 € / night net, international maximum 600,00 € / night, exceeding expenses if any will be taken by the consultant; (2) Travel costs: with own car according to applicable tax flat rate or train 1st class Flex at Bahncard 25% against proof or flight Business Class Flex against proof; (3) Food allowances: according to applicable tax flat rates
- 3.6. Unless otherwise agreed, invoicing is performed after completion of consultancy services. Invoices are prepared monthly for consultancy orders lasting more than one month.
- 3.7. All payments owed by the Client plus sales tax are due in full immediately upon invoicing.
Should the Client not issue payment within 14 days after invoicing, normal bank interest shall be owed on the outstanding amount and without a dunning letter.
- 3.8. Counterclaims may be offset only if they are uncontested or legally defined.
- 3.9 If the Client fails to pay on time, the Consultant is entitled to stop or withhold all further services without prejudice to further rights until the Client has provided payment in full.
- 4.1. To the extent permissible by law, the liability of the Consultant, irrespective of legal grounds, is limited to wilful intent and gross negligence. Liability for lesser or simple negligence exists only on breach of contractual duties, i.e., obligations whose fulfilment makes due performance of the contract possible in the first place and on the observance of which the contracting party relies and may rely on regularly; in these cases liability is limited to the damages typically foreseeable for the type of contract. Furthermore, any other liability is excluded.
- 4.2. The liability limitations of the Consultant extend to workers, employees, representatives, and agents of the Consultant.
- 4.3. The Consultant is not responsible for materials, information and data provided by the Client. In particular, the Consultant is not obligated to check relinquished materials and content for possible legal violations. The Client releases the Consultant from all third-party claims made on the basis of content provided by the Client. Should a third party assert a claim directly against the Consultant for content provided by the Client, the Client shall support the Consultant in defending these claims to the fullest extent. The Client is obligated to reimburse the Consultant for any necessary legal costs incurred by the Consultant due to the third-party legal claim based on content provided by the Client.
5. Contract term / termination:
- 5.1. Unless otherwise agreed, a concluded consultancy contract ends at the end of the day on which the parties to the contract fully meet their mutual obligations as specified in the contract.
- 5.2. A concluded consultancy contract can be terminated at the end of the month by either party in writing with a notice period of two calendar weeks. The mutual right to extraordinary termination remains unaffected.
- 5.3. In the event the contract is terminated, the Client must pay compensation for the services rendered up to the termination of the contract on the basis of the applicable daily or hourly rate plus any expenses incurred.
- 5.4. If the Client terminates the consultancy contract, the Consultant may charge the Client 80% of the daily rate for all consultancy days scheduled within the project plan for the three months following the date of termination.
6. Inventions/intellectual property/know-how
- 6.1. After payment in full of the agreed compensation, including expenses, the Consultant grants the Client the non-exclusive, perpetual, irrevocable, and non-transferable right to use for the Client’s own purposes the service results arising from the contract. Any other use requires the express written permission of the Consultant. Publications must also be agreed with the Consultant in advance.
- 6.2. If and insofar as any industrial property rights or copyrights arise from the results of the work, these rights remain with the Consultant. The same applies without exception insofar as the Consultant develops and/or uses his own know-how.
- 6.3. Should the Consultant create inventions during his activity, the Consultant maintains sole rights to these inventions. The Consultant is willing to grant the Client a non-exclusive license to such inventions.
- 7.1 The parties agree to hold strictly confidential all knowledge of confidential processes, especially business or operations secrets of the other partner, gained during the execution of the consultancy contract and not to disclose such information.
- 7.2. Exceptions to this obligation to maintain confidentiality apply only to information that:
- At the time of its publication is already public knowledge, i.e. easily accessible to any third party
- Is lawfully made available to a contracting party by a third party who has no obligation to maintain confidentiality vis-à-vis the other contracting party
- Must be provided to an authority or other authorised party on demand
- Must be provided to legal or tax consultants of the given contracting party for consulting purposes.
- 9.1. Legal disputes arising from or in connection with these GTCs are subject to German law; insofar as legally possible, any other conflict of law rules other than German law to which these GTCs may be subject are excluded. The UN Convention on Contracts for the International Sale of Goods is excluded. Place of fulfilment and jurisdiction is Lahnstein.
- 9.2. Oral agreements are not valid. Changes and additions to every consultancy agreement must be made in writing.
- 9.3. The Client may relinquish rights from the contract to a third party only with prior written agreement from the Consultant.
- 9.4. Acts of God, i.e., events beyond the responsibility of the Consultant and/or outside of his control, including but not limited to illness of the Consultant, non-performance by a subcontractor and major operations disruptions beyond the Consultant’s control, entitle the Consultant to delay fulfilling his obligations for the duration of the impediment and an appropriate lead time. The Consultant is not liable for damages to the Client or a third party arising from such delays.
- 9.5. Should individual provisions of these GTCs or other contractual agreements between the Consultant and the Client be or become invalid or unenforceable, or should unintentional legal loopholes come to light, the other provisions remain unaffected. Moreover, the invalid provision shall be replaced with a legally valid provision that the contracting parties deem serves their economic interests and the intent and legal purpose of the invalid provision.
In the latter two cases, the contracting parties shall immediately notify the other of such a request and the sharing of confidential information.
The contracting party who acts on the basis of one of the above-cited exceptions must provide proof thereof.
9. Other provisions
Effective date: August 2018