(1) These General Terms and Conditions (T&Cs) apply to contracts whose subject matter is the provision of advice and information by HR Tech Consulting to the client in the planning, preparation, and implementation of entrepreneurial or professional decisions and projects, particularly in the field of management and human resources consulting. These T&Cs apply exclusively to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law.
(2) Terms and conditions of the client shall only apply if expressly agreed in writing.
(1) The subject matter of the engagement is the agreed consulting activity specified in the contract, not the achievement of a particular economic result or the preparation of expert opinions or other works. The services of HR Tech Consulting are deemed rendered once the necessary analyses, the conclusions derived therefrom, and the recommendations have been developed and explained to the client. It is immaterial whether or when the conclusions or recommendations are implemented.
(2) At the client's request, HR Tech Consulting shall provide information on the status of the engagement or, after completion of the engagement, render an account by means of a written or text-form report summarizing the essential content of the course and outcome of the consulting services. If HR Tech Consulting is to prepare a comprehensive written or text-form report, in particular for presentation to third parties, this must be separately agreed.
(3) HR Tech Consulting is obliged to represent the company's situation with respect to the matter at hand as accurately and completely as possible in its surveys and analyses. Data, particulars, and information supplied by third parties or by the client are only checked for plausibility. Recommendations are presented in a clear and comprehensible manner.
(4) Unless otherwise agreed, HR Tech Consulting may engage qualified subcontractors to carry out the engagement, while remaining directly responsible to the client at all times. HR Tech Consulting shall deploy appropriately qualified staff with the knowledge required for the engagement and shall continuously supervise and monitor them during performance. Otherwise, it decides at its own discretion which staff to deploy or replace.
(5) Use of Technology and AI-Supported Tools
HR Tech Consulting uses modern analysis and assistance technologies, including AI-supported
tools, in the provision of its services, insofar as this enhances the quality, speed, and
consistency of the consulting services. Professional responsibility for evaluating,
contextualizing, and recommending results always remains with the consultants employed by HR
Tech Consulting. Recommendations and work results are reviewed by qualified personnel before
being passed on to the client. If the client wishes to exclude the use of certain technologies,
this must be separately agreed in writing.
(6) Data Processing Services
Insofar as HR Tech Consulting collects, processes, or analyzes the client's data as part of the
engagement (data processing services), these services shall be separately specified in the
individual contract and distinguished from the general consulting services. The provisions of
the separately concluded data processing agreement (DPA) pursuant to § 4(3), including the
technical and organizational measures agreed therein, shall additionally apply to data
processing services. In the event of a conflict, the provisions of the DPA shall take precedence
over these T&Cs.
(1) HR Tech Consulting is obliged to accommodate the client's requests for changes, provided this is reasonable within the scope of its operational capacities, in particular with regard to the effort involved and the schedule.
(2) If the review of possible changes or the implementation of the desired changes affects the contractual terms, in particular the effort required of HR Tech Consulting or the schedule, the parties shall agree on an appropriate adjustment of the contractual terms, in particular an increase in remuneration and a postponement of deadlines. Unless otherwise agreed, HR Tech Consulting shall in this case continue the work without taking the requested changes into account until the contract has been adjusted.
(3) If an extensive review of the additional effort is necessary, HR Tech Consulting may require a separate engagement for this purpose.
(4) Changes and amendments to the engagement require written or text form to be effective.
(1) HR Tech Consulting is obliged, without time limitation, to maintain confidentiality regarding all information designated as confidential or business and trade secrets of the client that become known to it in connection with the engagement. This obligation does not extend to facts that are obvious or generally known or that, by their nature, do not require confidentiality. Nor does it apply insofar as disclosure is required in official proceedings or to assert or defend claims arising from the engagement. Disclosure to third parties not involved in performing the engagement may only take place with the client's written consent.
(2) HR Tech Consulting undertakes to instruct all persons it deploys to perform the engagement to comply with this provision.
(3) Data Protection
Insofar as HR Tech Consulting processes personal data of the client or of its employees,
customers, or other third parties in the course of performing the engagement, such processing
shall be governed by the applicable data protection provisions, in particular Regulation (EU)
2016/679 (General Data Protection Regulation, GDPR) and the German Federal Data Protection Act
(BDSG).
Insofar as HR Tech Consulting acts as a processor within the meaning of Art. 4 No. 8 GDPR, the
parties shall conclude a separate data processing agreement (DPA) pursuant to Art. 28 GDPR.
This DPA shall govern, in particular, the subject matter, duration, nature, and purpose of the
processing, the categories of personal data, the rights and obligations of the controller, and
the technical and organizational measures for the protection of the data. These T&Cs shall
take a subordinate position to the DPA in this respect.
Insofar as HR Tech Consulting processes personal data as an independent controller within the
meaning of Art. 4 No. 7 GDPR (e.g., for contract performance, invoicing, or communication),
this shall be done on the basis of Art. 6(1)(b) and (f) GDPR.
(4) Protection of Trade Secrets
Information classified by a party as a trade secret shall be protected by appropriate technical
and organizational measures (§ 2 No. 1(b) of the German Act on the Protection of Trade Secrets,
GeschGehG). Both parties undertake to safeguard information received from the other party that
is recognizably confidential or expressly designated as a trade secret, and not to use or
disclose it without authorization. This obligation applies independently of, and in addition
to, the confidentiality obligation under para. 1.
(1) The client is obliged to support HR Tech Consulting to the best of its ability and to create, within its own sphere of operations, all conditions necessary for the proper performance of the engagement; in particular, it must provide all documents necessary or relevant to the performance of the engagement in a timely and complete manner.
(2) At the request of HR Tech Consulting, the client shall confirm in writing or in text form the accuracy and completeness of the documents it has submitted as well as its information and verbal statements.
(3) The client shall also comprehensively inform HR Tech Consulting of any previously conducted and/or ongoing consulting engagements relating to the subject matter of the engagement.
(4) The client shall ensure that its employees and the works council (if legally required and established) are informed by the client of HR Tech Consulting's activities before they commence.
(1) The fee for HR Tech Consulting's services shall be calculated based on the time spent on the activity (time-based fee), agreed in writing as a fixed price, or, in the case of interim projects, calculated as a binding hourly quota in accordance with para. 7. A fee dependent on the degree of success, or payable only in the event of success, is always excluded.
(2) Upon completion of the agreed project, HR Tech Consulting shall receive a fee in accordance
with the agreement between the client and HR Tech Consulting. HR Tech Consulting is entitled to
issue monthly interim invoices corresponding to the progress of work and to demand progress
payments accordingly. The fee is due upon invoicing by HR Tech Consulting.
For time-based fees, time is recorded in 15-minute increments; any part of a 15-minute unit
commenced is rounded up to the next full unit. Pure travel time is generally not recorded or
billed as consulting time. If an on-site assignment at the client's premises or at a location
designated by the client requires a one-way travel time of more than 90 minutes from the
consultant's usual place of work, travel time exceeding 90 minutes shall be remunerated at 50%
of the agreed hourly rate. In such cases, travel time shall be shown separately on the invoice.
(3) For contracts with a term of more than twelve (12) months that are billed on a time-and- materials basis or via an hourly quota, HR Tech Consulting is entitled to adjust the agreed hourly and daily rates at its reasonable discretion, for the first time twelve (12) months after conclusion of the contract and thereafter no more than once within any twelve (12) month period. The adjustment always relates to the hourly or daily rate agreed for the respective consultant level deployed. The benchmark for the adjustment is the development of the Consumer Price Index for Germany (CPI) published by the German Federal Statistical Office since the last price determination; a single adjustment may not exceed five (5) percent per consultant level. HR Tech Consulting shall announce the adjustment in text form at least three (3) months before it takes effect. If the adjustment for a deployed consultant level exceeds three (3) percent, the client may terminate the contract within four (4) weeks of receiving the announcement, with effect from the date the adjustment takes effect; HR Tech Consulting shall point out this right in the announcement. In the event of such termination, § 9(3)(b) shall not apply. § 627 BGB remains unaffected.
(4) All claims become due upon invoicing and are payable immediately without deduction. Statutory value-added tax shall be added to all prices and shown separately on invoices.
(5) Multiple clients (natural and/or legal persons) shall be jointly and severally liable.
(6) Set-off against claims of HR Tech Consulting for remuneration and reimbursement of expenses is only permissible with undisputed, legally established, or ready-for-decision claims.
(7) Quota Arrangement for Interim Projects
For projects in which a certain hourly quota per week or per month is agreed (interim
projects), the agreed quota shall be deemed bindingly booked capacity. HR Tech Consulting shall
reserve the agreed consultant capacity for the client and shall invoice the agreed quota
regardless of whether the client fully utilizes it. Unused hours are not carried forward to
subsequent periods. This does not apply insofar as HR Tech Consulting fails to provide the
service for reasons within its responsibility, or in the cases set out in § 10.
Any increase, reduction, or other change to the agreed quota requires a separate written
agreement in every case.
(8) Surcharge for Weekend and Holiday Work
If HR Tech Consulting provides consulting services on Saturdays, Sundays, or statutory public
holidays at the place of performance at the client's express request, such services shall be
remunerated at 1.5 times the agreed hourly or daily rate. The basis of calculation (hourly or
daily rate) shall be determined by the agreement in the respective individual contract. Requests
for weekend or holiday services must be announced by the client in good time, at least five (5)
business days in advance, in text form.
(1) In addition to the fee, the client shall reimburse the necessary and reasonable expenses, travel costs, and other expenditures incurred in connection with the consulting engagement.
(2) Travel Cost Policy
HR Tech Consulting generally provides its services remotely (location-independent). On-site
appointments at the client's premises or at a location designated by the client shall be
separately agreed. Travel costs are incurred exclusively for agreed on-site appointments and
are calculated on the basis of the usual place of work of the consultant deployed; the
registered office of HR Tech Consulting is not decisive. The usual place of work is the
consultant's primary work location as specified in the individual contract or project
agreement.
Travel costs necessary for the performance of the project shall be charged at €0.45 per
kilometer driven and per consultant when traveling by car. Accommodation costs and other travel
costs (use of public transport, taxi, train 2nd class, economy class flights) shall be
passed on at cost without a surcharge and are to be borne by the client.
(3) De Minimis Threshold
Travel costs are only charged for on-site appointments where the one-way distance between the
consultant's usual place of work and the place of deployment exceeds 20 km. Distances of up to
and including 20 km are not billed as travel costs. The distance is determined based on the
shortest customary road route.
(4) Printing and material costs (e.g., workshop materials) shall be charged based on actual expenditure.
(5) All incidental costs are exclusive of the applicable value-added tax.
HR Tech Consulting shall transmit invoices in electronic form in accordance with the requirements of § 14 of the German Value Added Tax Act (UStG), as amended. The electronic invoice shall be issued in a structured, machine-readable format (in particular ZUGFeRD or XRechnung). The client shall ensure that it is able to receive and process electronic invoices in these formats and shall provide a suitable receiving address (e.g., an email address) upon request. Where legally permissible, HR Tech Consulting may additionally provide a readable PDF version of the invoice.
(1) The respective consulting contract generally ends upon completion of the project.
(2) Notwithstanding the foregoing, the respective consulting contract may be terminated at any time by either party for good cause without notice. Good cause shall in particular be deemed to exist if a contracting party breaches material contractual obligations – including, but not limited to, breach of the client's duties to cooperate under § 5 – if a contracting party falls into payment default after insolvency proceedings have been opened, or if there are legitimate concerns regarding the creditworthiness of a contracting party against whom no insolvency proceedings have been opened, and that party, upon request by HR Tech Consulting, neither makes advance payments nor provides suitable security prior to performance by HR Tech Consulting, and the poor financial circumstances were not known to the other contracting party at the time the contract was concluded.
(3) Remuneration in the Event of Early Termination of the Project by the Client
If the client prematurely terminates an ongoing project without good cause, or terminates the
consulting contract without good cause, the following shall apply:
a) HR Tech Consulting is entitled to remuneration for all services actually rendered up to the
time of termination, based on the agreed hourly or daily rate.
b) In addition, HR Tech Consulting is entitled to a termination fee of 25% of the agreed
remuneration for the originally planned scope of services that remains outstanding at the time
of termination. The termination fee serves to compensate for the loss of capacity and lost
follow-on utilization. The client retains the right to prove that HR Tech Consulting suffered
no damage, or substantially less damage, than the termination fee as a result of the
termination.
c) Saved expenses (e.g., travel costs no longer incurred) shall be credited.
d) The client's right to terminate for good cause (§ 9(2)) and the statutory right of
termination under § 627 BGB remain unaffected. In the event of a valid termination for good
cause, the termination fee under lit. b) shall not apply.
(1) Neither party shall be liable for failure to perform or delayed performance of contractual obligations to the extent this is attributable to events beyond its reasonable control that it could not prevent despite reasonable precautions. Such events include, in particular, natural disasters, war, terrorism, pandemics or epidemics, official orders or statutory prohibitions, strikes or lockouts, as well as cyberattacks, provided the affected party has taken appropriate technical and organizational protective measures.
(2) The affected party is obliged to inform the other party without undue delay, but no later than within five (5) business days of the occurrence of the event, in writing or in text form, and to take all reasonable measures to minimize the effects of the event.
(3) If the force majeure event continues for longer than sixty (60) consecutive calendar days, either party shall be entitled to terminate the affected contract, in whole or in part, without notice and without any obligation to pay compensation. Services already rendered shall remain payable in this case; the termination fee under § 9(3)(b) shall not apply.
(1) Until its claims have been paid in full, HR Tech Consulting shall have a right of retention over documents entrusted to it, the exercise of which shall, however, be in bad faith if the retention would cause the client disproportionately high damage that cannot be justified when weighing the interests of both parties. The right of retention also does not apply in the case of undisputed or legally established counterclaims.
(2) After settlement of its claims under the contract, HR Tech Consulting shall return all documents provided to it by the client or a third party in connection with the performance of the engagement. This does not apply to correspondence between the parties or to simple copies or files of reports, organizational charts, drawings, schedules, calculations, etc. prepared as part of the engagement, provided the client has received the originals.
(3) HR Tech Consulting's obligation to retain documents shall expire six months after delivery of the written request for collection, otherwise three years, and, for documents retained pursuant to para. 1, five years after termination of the contractual relationship.
(1) HR Tech Consulting shall only be liable for damages caused, whether solely or jointly, by slight negligence on the part of itself, its legal representatives, or its vicarious agents, if and to the extent that such damages result from the breach of obligations the fulfillment of which is essential to the proper performance of the contract and on the observance of which the client may regularly rely. In all other respects, HR Tech Consulting shall only be liable for damages if and to the extent that they were caused intentionally or through gross negligence by itself, its legal representatives, or its vicarious agents. In this regard, HR Tech Consulting's liability shall always be limited to such damages as it could reasonably have foreseen. These limitations of liability do not apply to culpable injury to life, body, or health, or to guarantees.
(2) Liability for an individual claim event is limited to a maximum of EUR 250,000. An individual claim event is deemed to be the sum of the damage claims of all persons entitled to claim arising from a single, temporally coherent, delimitable, and thus uniform service. If a significantly higher risk of damage is foreseeable, HR Tech Consulting is obliged to offer the client a higher liability amount, and may adjust its fee accordingly. The liability cap under sentence 1 does not apply to intent or to damages arising from injury to life, body, or health.
(3) HR Tech Consulting shall not be liable for the improper application or implementation by the client of the recommendations contained in the services or in the work documents.
(4) Claims for damages by the client against HR Tech Consulting may only be asserted within one year after the client becomes aware of the damage and of the event giving rise to the claim, or would have become aware thereof but for gross negligence, but in any event within five years of the claim arising. This shortening of the limitation period does not apply in cases of gross negligence, intent, or fraud, nor to damages arising from injury to life, body, or health. The right to raise the defense of the statute of limitations remains unaffected.
(1) The client warrants that reports, organizational charts, drafts, drawings, schedules, calculations, etc. prepared by HR Tech Consulting as part of the engagement shall only be used for the contractually agreed purposes and shall not be reproduced, edited, translated, reprinted, passed on, or distributed without express consent in the individual case. The use of the consulting services rendered for companies affiliated with the client requires an express written agreement.
(2) Insofar as work results are eligible for copyright protection, the rights of use thereto
shall belong to HR Tech Consulting; HR Tech Consulting shall have these rights assigned to it by
the respective authors, in particular its employees and subcontractors. In these cases, the
client shall receive a right of use in the work results that is unlimited in time and place,
irrevocable, exclusive, and non-transferable, subject only to the restriction under sentence 1
of paragraph 1.
Insofar as work results were created in whole or in part through the use of AI-supported tools
and therefore do not enjoy copyright protection, HR Tech Consulting shall grant the client a
corresponding right of use in these results, unlimited in time and place.
(3) Reservation of Methods and Internal Know-How
HR Tech Consulting uses its own methods, frameworks, analytical models, approaches, tools, and
other internal know-how in providing its services (HR Tech Consulting IP). HR Tech Consulting IP
remains exclusively with HR Tech Consulting and is not transferred to the client through the
provision of consulting services, even to the extent it has been incorporated into work
results.
The client shall receive the right of use in the work results provided to it as described in
paragraph 2. This right of use does not extend to the methods and frameworks underlying the
work result as such. In particular, the client is not entitled to extract, replicate, pass on,
or use HR Tech Consulting IP in its own products or services.
HR Tech Consulting is entitled to draw on the same methods, frameworks, and internal know-how in
the course of future projects – including for other clients – provided that no confidential
information of the client is disclosed in doing so.
(1) Amendments and additions to these terms or to the contract require written or text form and must be expressly designated as such. § 3(4) remains unaffected.
(2) HR Tech Consulting is entitled to use the client's company names, trademarks, and business identifiers, as well as project descriptions, in its reference materials in an appropriate and industry-standard manner. Reference materials include, among other things, case studies, press releases, and publications by HR Tech Consulting. The client is entitled to revoke such use at any time, in whole or in part, without stating reasons.
(3) All claims arising from the contract shall be governed exclusively by the laws of the Federal Republic of Germany. The place of jurisdiction for all disputes arising from the contract shall be the registered office of HR Tech Consulting.
(4) The assignment of claims to which the client is entitled against HR Tech Consulting arising from the business relationship requires the prior consent of HR Tech Consulting in text form; such consent shall not be unreasonably withheld. § 354a of the German Commercial Code (HGB) remains unaffected.
As of: October 1, 2026
HR Tech Consulting GmbH
Lerchenweg 3
D-40789 Monheim am Rhein, Germany
Phone +49 (2173) 26 50 370
Email: info_at_hr-tech.de
