Terms and Conditions
1 General Principles / Scope of Application
1.1 All legal transactions between the Customer and the Contractor (Fratzscher Facilitation e.U.) shall be governed exclusively by these General Terms and Conditions. The version valid at the time of the conclusion of the contract shall be authoritative in each case.
1.2 These General Terms and Conditions shall also apply to all future contractual relationships, thus even if not expressly referred to in additional contracts.
1.3 Any conflicting General Terms and Conditions of the Customer shall be invalid unless expressly accepted by the Contractor in writing.
1.4 In the event that individual provisions of these General Terms and Conditions should be and/or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision which comes as close as possible to its meaning and economic purpose.
2 Scope of the Consulting Order / Substitution
2.1 The scope of a specific consulting assignment shall be contractually agreed in each individual case.
2.2 The Contractor shall be entitled to have the tasks incumbent upon it performed in whole or in part by third parties. Payment of the third party shall be made exclusively by the Contractor itself. No direct contractual relationship whatsoever shall arise between the third party and the Customer.
3. duty of clarification of the client / declaration of completeness
3.1 The Principal shall ensure that the organizational framework conditions for the fulfillment of the consulting assignment at its place of business allow for undisturbed work conducive to the rapid progress of the consulting process.
3.2 The Principal shall also inform the Contractor comprehensively about previously performed and/or ongoing consultations - also in other specialist areas.
3.3 The Principal shall ensure that the Agent is provided with all documents necessary for the fulfillment and execution of the consulting assignment in a timely manner, even without the Agent's special request, and that the Agent is informed of all processes and circumstances that are of importance for the execution of the consulting assignment. This shall also apply to all documents, processes and circumstances which only become known during the work of the Consultant.
3.4 The Principal shall ensure that its employees and the employee representation (works council) provided for by law and established, if any, are informed of the Consultant's activities before they commence.
4. safeguarding of independence
4.1 The contractual partners undertake to be loyal to each other.
4.2 The contracting parties mutually undertake to take all precautions which are suitable to prevent the independence of the commissioned third parties and employees of the Contractor from being endangered. This shall apply in particular to offers made by the Principal for employment or the acceptance of orders on its own account.
5 Reporting / Duty to Report
5.1 The Contractor undertakes to report to the Principal on its work, that of its employees and, if applicable, that of commissioned third parties in accordance with the progress of the work.
5.2 The Principal shall receive the final report within a reasonable period of time, i.e. two to four weeks, depending on the type of consulting assignment after completion of the assignment.
5.3 The Contractor shall be free from instructions in the production of the agreed work, shall act at his own discretion and on his own responsibility. He shall not be bound to any specific place of work or working hours.
6 Protection of intellectual property
6.1 The copyrights to the works created by the Contractor and its employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organizational plans, programs, performance specifications, drafts, calculations, drawings, data carriers, etc.) shall remain with the Contractor. They may be used by the Client during and after termination of the contractual relationship exclusively for purposes covered by the contract. In this respect, the Client shall not be entitled to reproduce and/or distribute the work(s) without the Contractor's express consent. Under no circumstances shall an unauthorized reproduction/dissemination of the Work give rise to any liability on the part of the Contractor - in particular, for example, for the correctness of the Work - vis-à-vis third parties.
6.2 The Client's violation of these provisions shall entitle the Contractor to immediately terminate the contractual relationship prematurely and to assert other legal claims, in particular for injunctive relief and/or damages.
7.1 The Contractor shall be entitled and obliged, irrespective of fault, to remedy any inaccuracies and defects in its performance that become known. The Contractor shall inform the Customer thereof without delay.
7.2 This claim of the Customer shall expire six months after the respective service has been rendered.
8 Liability / Compensation
8.1 The Contractor shall be liable to the Customer for damages - with the exception of personal injury - only in the event of gross negligence (intent or gross negligence). This shall also apply mutatis mutandis to damages attributable to third parties engaged by the Contractor.
8.2 Claims for damages by the Customer may only be asserted in court within six months of knowledge of the damage and the damaging party, but at the latest within three years of the event giving rise to the claim.
8.3 The Customer shall in each case furnish proof that the damage is due to the fault of the Contractor.
8.4 If the Contractor performs the work with the assistance of third parties and warranty and/or liability claims arise against these third parties in this context, the Contractor shall assign these claims to the Customer. In this case, the Customer shall give priority to these third parties.
9 Secrecy / Data Protection
9.1 The Contractor undertakes to maintain absolute secrecy with regard to all business matters of which it becomes aware, in particular business and trade secrets as well as any information which it receives about the type, scope of operation and practical activities of the Principal.
9.2 Furthermore, the Contractor undertakes to maintain secrecy vis-à-vis third parties about the entire content of the Work as well as all information and circumstances which it has received in connection with the creation of the Work, in particular also about the data of clients of the Principal.
9.3 The Contractor shall be released from the duty of confidentiality with respect to any assistants and substitutes he uses. However, he shall fully transfer the duty of confidentiality to them and shall be liable for their breach of the duty of confidentiality as for his own breach.
9.4 The duty of confidentiality shall extend indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of legally stipulated obligations to testify.
9.5 The Contractor shall be entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The Customer shall warrant to 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 by the persons concerned.
10.1 Upon completion of the agreed work, the Contractor shall receive a fee in accordance with the agreement between the Principal and the Contractor. The Contractor shall be entitled to issue interim invoices in accordance with the progress of the work and to demand payment on account in accordance with the respective progress. The fee shall be due in each case upon invoicing by the Contractor.
10.2 The Contractor shall issue an invoice with all legally required features entitling the Contractor to deduct input tax.
10.3 Any cash outlays, expenses, travel costs, etc. incurred shall be additionally reimbursed by the Principal against invoicing by the Contractor.
10.4 If the agreed work is not performed for reasons on the part of the Client or due to a justified premature termination of the contractual relationship by the Contractor, the Contractor shall retain the right to payment of the entire agreed fee less any expenses saved. In the event that an hourly fee has been agreed, the fee shall be paid for that number of hours which could have been expected for the entire agreed work, less the expenses saved.
10.5 In the event of non-payment of interim invoices, the Contractor shall be released from its obligation to provide further services. However, this shall not affect the assertion of further claims resulting from non-payment.
11 Electronic invoicing
11.1 The Contractor shall be entitled to send invoices to the Customer also in electronic form. The Customer expressly agrees to the Contractor sending invoices in electronic form.
12 Duration of the Contract
12.1 This contract shall generally end upon completion of the project.
12.2 Notwithstanding this, the contract may be terminated at any time for good cause by either party without notice.