General Terms of Business
The company’s (local company’s) General Terms of Business govern the co-operation with clients in the area of consultancy and training services for personnel and organisational development.
The order / co-operation with the client is concluded upon the acceptance of the client’s offer. The order is confirmed by the contractor and, based on the offer accepted, covers the full scope of the order. Special agreements, amendments and supplements to the contract also require a written agreement between the client and the contractor. Possibly deviating General Terms of Business of the client will not be accepted.
Individual details relating to the task, procedure and nature of the working documents to be supplied shall be specified by the contracting parties in written agreements as will details concerning the beginning and anticipated completion of the contract, the possible services and the anticipated fees and secondary costs resulting from the contract as a whole and from individual phases of order implementation. The object of the contract is the fulfillment of the agreed services and not the achievement of a specified commercial result.
The contractor shall provide the services through his employees and/or freelancers.
The scope, form, subject matter and aim of the training and consultancy services are described in the offer and its related order confirmation.
The order confirmation is definitive for the amount of the costs. Optionally, a daily or flat rate fee shall be agreed for consultancy services and events. This will be specified in the order confirmation. Should nothing to the contrary be agreed, the validity period for the fees specified at the time of awarding the order is limited to one year. The payment plan agreed in the order confirmation is definitive for the contractor’s invoicing. All accounts receivable are due for payment in full within two weeks of invoice date. Any right to offset or retention with regard to due claims for payment is excluded. In case of late payment, the contractor is entitled to calculate and charge interest for late payment. All amounts shall be subject to the legally applicable rate of VAT.
Insofar as the contractor’s own technical systems have not been used, the use of technical resources shall be charged separately according to the cost incurred in agreement with the client. Surcharges can be imposed and agreed for events at weekends and/or on public holidays. Expenses incurred by the contractor as a result of his co-operation with the client and which are payable by the client in accordance with the order confirmation must be paid in full upon receipt of invoice.
Travelling expenses will be charged in addition to the agreed daily fee. Accommodation costs such as hotel, subsistence etc. will be borne by or charged to the client. Payment of travelling expenses shall be made in accordance with the actual costs. The contractor must be reimbursed for the cost of public transport incurred and evidenced:
– Regional area:
2nd class railway ticket
Short distance flights lasting up to 5 hours: Economy Class
– Long distance:
1st class railway ticket
Business Class flight.
The client recognises the contractor’s copyright that applies to the works and documents created by the latter. Copying and/or distributing the aforementioned works by the client requires the prior written approval of the contractor. The client assures that no copyrights and/or other rights of third parties pertain to the works which he has provided for the fulfillment of the order. The client shall inform the contractor continuously of all circumstances which are significant for the preparation and implementation of the order before and during the agreed period of co-operation. The client shall appoint a responsible contact person. Should the client appoint third parties to fulfill part of the concept and/or the order, the contractor must be awarded the order for co-ordinating such orders in order to ensure compliance with the conceptual and didactic requirements. The contractor is also entitled to offer his services to the client’s competitors insofar as nothing to the contrary has been agreed at the time of awarding the order.
Client’s obligation to co-operate
The client is obliged to make every effort to support the contractor in providing consultancy and especially to create all necessary conditions within his sphere of operations which are required to ensure the proper fulfillment of the order.
Client and contractor undertake to be loyal to each other. In particular, employing or otherwise engaging employees, former employees or freelancers of the contractor, who have been active in fulfilling the order, should be avoided before the expiry of twelve months after the termination of co-operation.
Contractor’s obligation to maintain confidentiality
The contractor is obliged to maintain silence concerning all facts of which he gains knowledge in connection with his activity for the client and especially to treat information about the client’s company and business secrets as confidential and not use it outside the scope of the order for himself or to pass it on to third parties. This also applies to such circumstances as are or will be of fundamental significance for the client’s business activities insofar as they are not generally accessible or known.
Illness and termination
Incidences of Force Majeure, which make it considerably more difficult or impossible for the contractor to perform his services, shall entitle him to postpone his obligations for the period of such hindrance and for an appropriate initial period. Strikes, lock-outs and similar measures shall be considered as equivalent to Force Majeure insofar as they are unforeseeable, serious and no blame is attached to them. The contractor shall notify the client immediately concerning the occurrence of such an event.
If third parties, upon whom the contractor is dependent for fulfilling the order, do not fulfill their obligations or do not fulfill their obligations towards the client in good time as a result of circumstances which, pursuant to the previous paragraph, would have constituted Force Majeure for the contractor, such non-fulfillment or late fulfillment by these third parties shall also constitute Force Majeure for the contractor himself with regard to the client.
If the contractor cannot comply with a deadline for fulfilling the service due to Force Majeure, illness, accident or other circumstances for which the contractor is not responsible, the contractor shall be entitled to fulfill such service subsequently on a new date to be mutually agreed. In such a case, any obligation to pay compensation for damage is excluded.
In case of the illness of a consultant/trainer – except in cases of Force Majeure – the contractor is obliged to provide an adequate substitute consultant/trainer immediately. Should this not be possible, the costs incurred by the customer (travelling expenses for journeys already booked, possible cancellation fees for hotels and seminar rooms) will be borne by the contractor.
Where an appointment cannot be kept by the client, the contractor shall try to fill such appointment in another manner. Where this is successful, only an administration charge amounting to 10 percent of the agreed fee plus expenses must be paid. If the appointment cannot be filled in another manner, the following cancellation fees must be paid in case of cancellation:
– For cancellations up to 12 weeks before the agreed appointment, 25% of the fee.
– For cancellations up to 6 weeks before the agreed appointment, 50% of the fee.
– For cancellations within 3 weeks before the agreed appointment, 75% of the fee.
– For cancellations within 1 week before the agreed appointment, 100% of the fee.
The contractor shall carry out all work with the greatest of care and in observance of selecting professionally and topically well versed employees/freelancers.
Should the contractor’s service be faulty despite the careful participation of the client, the client is entitled to the immediate rectification of such faults. Initially, he can demand reworking. If the fault cannot be rectified by once repeated reworking, the client is entitled to rescind from the contract due to poor performance or demand an appropriate reduction in the remuneration.
Obvious inaccuracies (writing errors, calculation errors, formal errors etc.) in notes, reports, documents etc. can be corrected by the contractor at any time – even towards third parties. However, any claim to the correction of such obvious errors is excluded where a corresponding complaint is not lodged with the contractor immediately after gaining knowledge of them.
The client must raise an immediate claim in writing for the correction of errors.
The contractor shall be liable for employing properly qualified employees/freelancers with the specialist and technical expertise in the other relevant specialist areas required to fulfill the order and also for their continuous support and supervision in the execution of the order (project support). The contractor shall not be liable for minor negligence excepting for claims for damage due to non-fulfillment. Otherwise, the contractor’s liability – insofar as legally permissible and regardless of its legal justification – is limited to the order value without VAT, however up to a maximum value of EUR 30,000.00. The contractor shall not be liable for loss of profit, savings not realised, damage due to recourse taken by third parties, indirect and subsequent damage and recorded data.
Should individual provisions of this these General Terms of Business be or become invalid, this shall not affect the validity of the remaining provisions. With regard to the invalid provision, both parties are obliged to provide a substitute provision which most closely approximates to the intended purpose. Insofar as permissible, the state law applicable at the contractor’s company headquarters shall apply to this contract and its implementation. The court of jurisdiction is located in the town where the contractor has his company headquarters.