General terms and conditions of the management consultancy

SOLICH CONSULTING
Stefan Solich, B.A., owner
Watzmannstrasse 24
42699 Solingen

1 (Scope of application)
(1) These General Terms and Conditions of Consultancy apply to contracts whose object is the provision of advice and information by the Contractor to the Client in the planning, preparation and implementation of business or technical decisions and projects, in particular in the field of business and personnel consultancy.
(2) Terms and conditions of the client shall only apply if this has been expressly agreed in writing.

2 (Subject matter of the contract; scope of services)
(1) The subject of the contract is the agreed consultancy activity specified in the contract, not the achievement of a specific economic success or the preparation of expert opinions or other works. The services of the contractor are deemed to have been rendered when the necessary analyses, the resulting conclusions and the recommendations have been prepared and explained to the client. It is irrelevant whether or when the conclusions or recommendations are implemented.
(2) At the request of the client, the contractor shall provide information on the status of the execution of the order or, after the execution of the order, give an account in the form of a written or textual report, which shall reflect the essential content of the course and result of the consultation. If the contractor is to prepare a comprehensive written or textual report, in particular for submission to third parties, this must be agreed separately.
(3) The contractor is obliged to reflect the situation of the company as accurately and completely as possible in the surveys and analyses with regard to the issue at hand. Data, details and information provided by third parties or by the client are only checked for plausibility. The recommendations are presented in a comprehensible and comprehensible manner.
(4) Unless otherwise agreed, the Contractor may use expert subcontractors to carry out the order, whereby the Contractor shall always remain directly liable to the Client. The Contractor shall employ suitably trained staff with the necessary specialist knowledge and shall continuously supervise and monitor them during the execution of the order. In all other respects, he shall decide at his own discretion which employees he will deploy or replace.

3 (Changes to services; written form)
(1) The Contractor is obliged to take into account the Customer’s requests for changes, provided that this is reasonable within the scope of his operational capacities, in particular with regard to the effort and time planning.
(2) Insofar as the examination of the possibilities for changes or the realisation of the desired changes have an effect on the contractual conditions, in particular on the expenditure of the contractor or the time schedule, the parties agree on an appropriate adjustment of the contractual conditions, in particular an increase in remuneration and postponement of the deadlines. Unless otherwise agreed, in this case the contractor shall carry out the work without taking the desired changes into account until the contract is adjusted.
(3) If an extensive examination of the additional work is necessary, the contractor can demand a separate order for this.
(4) Changes and additions to the order must be made in writing or in text form to be effective.

4 (Obligation of secrecy; data protection)
(1) The Contractor shall be obliged for an unlimited period of time to maintain secrecy with regard to all information designated as confidential or business and trade secrets of the Customer which become known to him in connection with the order. This obligation does not extend to facts which are obvious or generally known or which do not require secrecy according to their significance. Nor does it apply if they must be disclosed in government proceedings or for the enforcement or defence of claims arising from the contractual relationship. They may only be passed on to third parties not involved in the execution of the order with the written consent of the client.
(2) The contractor undertakes to inform all persons employed by him for the execution of the order about the compliance with this regulation.
(3) Within the scope of the purpose of the order, the Contractor shall be entitled to process the personal data entrusted to him or have them processed by third parties in compliance with the data protection provisions.

5 (Obligation of the customer to cooperate)
(1) The Customer is obliged to support the Contractor to the best of his ability and to create all the conditions necessary for the proper execution of the order in his sphere of operation; in particular, he must provide all the documents necessary or significant for the execution of the order in good time and in full.
(2) At the request of the Contractor, the Customer shall confirm the correctness and completeness of the documents submitted by him as well as his information and oral statements in writing or text.

6 (Remuneration; terms of payment; offsetting)
(1) The remuneration for the contractor’s services shall be calculated according to the time spent on the activity (time fee) or agreed in writing as a fixed price. A fee to be paid according to the degree of success or only in case of success is always excluded. Unless otherwise agreed, the contractor is entitled to reimbursement of expenses in addition to the fee. Details of the method of payment are regulated in the contract.
(2) If longer-term contracts are invoiced on a time and material basis, the Contractor’s current price list shall apply. This is to be made available to the client in accordance with § 2 para. 2 Regulation on Information Obligations for Service Providers. For contracts concluded in the last quarter, the agreed prices shall also apply for the following year. If the price change exceeds the usual market prices not only insignificantly, the client can terminate the contract; § 627 BGB remains unaffected.
(3) All claims shall become due upon invoicing and are payable immediately without deductions. The statutory value added tax must be added to all price quotations and shown separately in the invoices.
(4) Several clients (natural and/or legal persons) are jointly and severally liable.
(5) A set-off against claims of the contractor for remuneration and reimbursement of expenses is only permissible with undisputed, legally established claims or claims ready for decision.

7 (Liability)
(1) The Contractor shall only be liable for damage (co-)caused by him, his legal representative or his vicarious agents through slight negligence if and insofar as this is based on the breach of such obligations, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the Client may regularly rely. Otherwise, the Contractor shall only be liable for damages if and insofar as they have been caused by him, his legal representative or his vicarious agents with intent or gross negligence. The liability of the Contractor shall always be limited to such damages that he could reasonably have expected. These limitations of liability shall not apply to culpable injury to life, body or health or guarantees.
(2) For a single case of damage, liability is limited to a maximum of EUR 250,000. An individual case of damage shall be deemed to be the sum of the damage claims of all those entitled to claim, which result from an individual, temporally coherent, delimitable and insofar uniform performance. If a significantly higher risk of damage is foreseeable, the contractor is obliged to offer the client a higher liability sum, whereby the contractor can adjust his remuneration accordingly.
(3) The Contractor shall not be liable for the improper application or implementation by the Customer of the recommendations contained in the services or in the work documents.
(4) Claims for damages by the Client against the Contractor can only be asserted within one year after the Client has become aware of the damage and of the event giving rise to the claim or should have become aware of it without gross negligence, but in any case within 5 years from the date on which the claim arose. The shortening of the limitation period shall not apply in cases of gross negligence, intent or fraudulent intent. The right to assert the plea of limitation remains unaffected.

8 (Protection of intellectual property)
(1) The Client guarantees that the reports, organisation plans, drafts, drawings, lists, calculations etc. produced by the Contractor within the scope of the order will only be used for the contractually agreed purposes and will not be duplicated, processed, translated, reprinted, passed on or distributed in individual cases without express consent. The use of the consulting services provided for companies affiliated with the client requires an express written agreement.
(2) As far as work results are copyrightable, the contractor remains the author. In such cases, the Client shall receive the irrevocable, exclusive and non-transferable right of use of the work results, which is limited only by paragraph 1 sentence 1 and is otherwise unrestricted in time and place.

9 (Duty of loyalty)
The parties commit themselves to mutual loyalty. They shall inform each other immediately of all circumstances that occur in the course of the project execution and that may have a significant influence on the processing.

10 (Force Majeure)
Events of force majeure, which make performance considerably more difficult or temporarily impossible, entitle the respective party to postpone the performance of its services for the duration of the hindrance and a reasonable start-up time. Industrial disputes and similar circumstances shall be deemed equivalent to force majeure insofar as they are unforeseeable, serious and not attributable to any fault. The parties shall inform each other immediately of the occurrence of such circumstances.

11 (Termination)
Unless otherwise agreed, the contract can be terminated by the client at any time, by the contractor with a notice period of 14 days to the end of the month in text or written form; the right to extraordinary termination remains unaffected.

12 (Right of retention; retention of documents)
(1) Until the full settlement of his claims, the contractor has a right of retention on the documents provided to him, the exercise of which, however, is contrary to good faith if the retention would cause the customer disproportionately high damage which cannot be justified when weighing up both interests. Furthermore, the right of retention shall not apply in the case of undisputed or legally established counterclaims.
(2) After settlement of his claims arising from the contract, the contractor shall surrender all documents which the customer or a third party has handed over to him on the occasion of the execution of the order. This does not apply to correspondence between the parties and to simple copies or files of the reports, organization charts, drawings, lists, calculations, etc. produced within the framework of the order, provided that the Client has received the originals.
(3) The Contractor’s obligation to retain the documents shall expire six months after delivery of the written request for collection, otherwise three years, in the case of documents retained in accordance with § 12 (1) five years after termination of the contractual relationship.

13 (Miscellaneous)
(1) Rights from the contractual relationship with the contractor may only be assigned with prior written consent.
(2) The law of the Federal Republic of Germany shall apply exclusively to all claims arising from the contract. The place of jurisdiction for all disputes arising from the contract shall be the registered office of the contractor, provided that the order was placed by an entrepreneur, a legal entity under public law or a special fund under public law.
(3) Amendments and supplements to these terms and conditions or to the contract must be made in writing or in text form and must be expressly identified as such. § Section 3 (4) remains unaffected.

Status April 2016