TERMS
Delta4U GmbH GENERAL TERMS AND CONDITIONS
CONSULTING SERVICES
Released January 1st, 2020
§ 1 Scope of Validity
1.1 These General Terms and Conditions apply to our consulting services unless otherwise agreed upon in writing in the form of supplements or amendments. Any implicit change of written agreements shall be excluded.
§ 2 Our Services
2.1 We provide our consulting services to our clients independently and are not bound by any instructions. We neither owe nor guarantee any specific result. The client is solely responsible for deciding whether to implement any of the measures we recommend, even if we support the client during the implementation of such measures.
2.2 We perform our services for the client based on the written engagement letter. We will, however, inform the client of any requirement for additional or complementary services and the client will request or accept additional or supplementary services.
2.3 We do not provide legal or tax advisory services in connection with any agreement.
2.4 The documents we produce for a client may not be transferred to third parties unless based on our prior consent and only to the extent such transfer is in our client’s best interest.
§ 3 Client’s Obligation to Cooperate
3.1 The information provided to us by the client or the material made available to us by the client forms the basis of our activities, whereby we assume that this information is complete and correct for the purpose of providing the contracted consulting services. We are under no obligation to verify whether this material is true, complete, or correct, including without limitation in case our services include performing plausibility assessments or valuations based on information provided by the client.
3.2 The client must designate a project manager/contact person who is authorized to make and/or accept legally binding declarations with respect to all activities performed in connection with our consulting services.
3.3 The client shall ensure that the organizational framework conditions required for the performance of our consulting contract are met at the client’s place of business in order to enable us to provide our services as smoothly and efficiently as possible; such conditions include without limitation the availability of the required employees, premises, and data processing and telecommunications systems.
3.4 If the client does not or not fully fulfill their obligations to cooperate, we are entitled to terminate the agreement in writing with immediate effect. In this case, we may, in our discretion, either charge the client for the actual services rendered up to the date of termination or instead charge the entire contractually stipulated amount less any costs saved as a result of early termination of contract.
3.5 Scheduled consulting sessions may be rescheduled free of charge up to 21 days prior to the session. Sessions rescheduled within 21 days or less will be billed at 50 % of the stipulated fee. In the event that the client reschedules a session, Delta4U will use best efforts to avoid travel costs and expenses and/or to cancel bookings already made free of charge. In cases where this is not feasible in whole or in part, we will bill the client for any unavoidable costs or cancellation fees incurred.
§ 4 Terms of Payment
4.1 Our invoices are due and payable in full within 14 days upon receipt. In the case of projects billed at a flat rate, we reserve the right to request reasonable advance payments.
4.2 If payment is not received before the deadline specified in a payment reminder, if any, we are authorized to charge default interest amounting to 5% above the ECB’s applicable base rate.
4.3 All fees and prices are stated net excluding VAT and any other incurred costs, such as postage, packaging, insurance, travel costs and expenses, applicable statutory VAT and applicable local taxes, if any.
4.4 If payment is not received before the deadline specified in a payment reminder, if any, we are authorized to discontinue provision of our services without prior notice. In this case, we are not liable for any current or future damage, including without limitation in the event of the client’s insolvency, and we reserve the right to assert further claims for damages caused by the delay.
4.5 The client’s right of set-off shall be limited to claims that are undisputed or established with legally binding effect and shall only apply to Delta4U’s claims against the client based on the same business relationship. Clients are not authorized to assign to third parties any claims against Delta4U; Delta4U shall always be entitled to satisfy claims by rendering contractual performance directly to the client (see § 354a of the German Commercial Code). Any rights of retention shall be excluded except those based on claims arising from this agreement. However, this restriction does not apply to counterclaims that form the basis for the right of retention and that are undisputed or established with legally binding effect.
§ 5 Liability
5.1 We assume no liability or warranty for the success of measures we recommend to the client, even if we support the implementation of such coordinated or recommended measures.
5.2 Our liability is limited to willful intent or gross negligence. Any liability claims asserted against us based on the contract will become statute-barred twelve months after completion of the services.
5.3 If we provide e-learning services as part of our consulting activities, each of the client’s participants will be given personal access. The use of the e-learning services (i.e. software, educational content, etc.) is limited to the individual participant and to a certain period of time. Participants are prohibited from disclosing their login information to third parties.
§ 6 Confidentiality
6.1 All documents that we transfer to the client within the scope of rendering the aforementioned services are transferred for the exclusive purpose of achieving the project objectives and may be used and reproduced by the client internally for this purpose.
6.2 We agree and undertake to maintain strict confidentiality with regard to all information provided to us in connection with our consulting activities and this obligation will remain in force after completion of our services. However, we reserve the right to use our activities for the client for our own advertising purposes, unless the client has expressly prohibited us from doing so; such prohibition must be made in writing and issued prior to the commencement of our services.
6.3 We are authorized to process personal data for the intended purpose related to our activities in compliance with applicable privacy regulations. We are not authorized to transfer such data to third parties.
6.4 We will treat as strictly confidential any and all business information pertaining to our client that is disclosed to us in connection with the provision of our consulting services.
§ 7 Intellectual Property
7.1 The client shall not be entitled to use the reports, lists and working materials we prepare within the scope of rendering our services, except for the purposes of the consulting services stipulated in the agreement. Any deviations from this stipulation must be agreed upon in writing.
§ 8 Privacy
8.1 We agree to comply with the applicable statutory privacy regulations, in particular the German Federal Data Protection Act (BDSG). Should we receive personal data, we will only collect, process, and use such data within the scope of the client’s instructions in accordance with § 11.3 of the BDSG.
§ 9 Non-Solicitation Clause
9.1 Both parties are prohibited from enticing away any employees of the other party during the term of the agreement and for a period of 24 months thereafter.
§ 10 Final Provisions/Place of Jurisdiction
10.1 Place of performance and place of jurisdiction for all obligations resulting from the contractual relationship is Köngen. The laws of the Federal Republic of Germany shall apply.
10.2 Should any of the provisions governing the contractual relationship with the client be or become invalid, the enforceability of the remaining provisions will not in any way be affected thereby. In this case, the parties undertake to agree on an enforceable provision that comes as close as possible to the parties’ intended economic purpose. This also applies mutatis mutandis if the contractual relationship contains a gap that must be closed by an amendment of the agreement.
Disclaimer:
Delta4U Consultants GmbH
Herdweg 10
D-71384 Weinstadt
Managing Director:
Dr. Birgit Richter-Ruoff
Contact:
phone: +49 (0)7151-369 8004
fax: +49 (0)7151-369 8005
e-mail: info@delta4u.com
Registration: Amtsgericht Stuttgart
Registry File nbr.: HRB 746806
VAT ID according to § 27a VAT: DE292017101
responsible for the content of this site:
Dipl.-Ing. Oliver Ruoff
Copyright:
All photographs, audio and video clips, picture images, graphics, links, website architecture, format, layout and data structures, and all other items contained on the website are copyrighted unless otherwise noted and may not be used in any manner, except as provided in these Terms or in the website text, without Delta4U's prior written permission. Images of people or places and products, are either property of, or used with permission by Delta4U. Any unauthorized use of these materials may violate copyright, trademark and privacy laws, and other applicable statutes. You may browse this website and download or print a copy of material displayed on the website for your personal use only and not for redistribution, unless consented to in writing by Delta4U. This limited consent shall automatically terminate upon your breach of any of these website Terms.
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