General terms and conditions

§ 1 Scope

(1) These General Terms and Conditions (GTC) 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, in particular in the field of management and personnel consulting.

(2) The Client's terms and conditions shall only apply if this has been expressly agreed in writing.

§ 2 Subject matter of the contract; scope of services

(1) The object of the order is the agreed consulting activity designated in the contract, not the achievement of a specific economic success or the preparation of expert opinions or other works. The services of HR Tech Consulting shall be deemed to have been rendered when the necessary analyses, the resulting conclusions and the recommendations have been elaborated and explained to the client. It is irrelevant whether or when the conclusions or recommendations are implemented.

(2) At the request of the client, HR Tech Consulting shall provide information on the status of the execution of the order or shall render account after the execution of the order by means of a written or textual report which shall reflect the essential content of the course and result of the consultancy. If HR Tech Consulting is to prepare a comprehensive, written or textual report, in particular for submission to third parties, this must be agreed separately.

(3) HR Tech Consulting is obliged to reflect the situation of the company with regard to the question as correctly and completely as possible in the surveys and analyses. Data, details and information supplied by third parties or by the client shall only be checked for plausibility. The recommendations are presented in an understandable and comprehensible manner.

(4) Unless otherwise agreed, HR Tech Consulting can use expert subcontractors for the execution of the order, whereby it always remains directly obliged to the client. HR Tech Consulting shall employ properly trained staff with the necessary specialist knowledge and shall supervise and control them continuously during the execution of the order. In all other respects it shall decide at its own discretion which employees it employs or replaces.

§ 3 Changes in performance; written form

(1) HR Tech Consulting is obliged to take into account requests for changes made by the client, insofar as this is reasonable within the framework of its operational capacities, in particular with regard to effort and time planning.

(2) Insofar as the examination of the possibilities for change or the realisation of the desired changes affect the terms of the contract, in particular the Contractor's effort or the time schedule, the parties shall agree on an appropriate adjustment of the terms of the contract, in particular an increase in the remuneration and postponement of the deadlines. Unless otherwise agreed, the Contractor shall in this case carry out the work without taking the change requests into account until the contract has been adjusted.

(3) If an extensive examination of the additional expenditure is necessary, the Contractor may request a separate commission for this purpose.

(4) Amendments and supplements to the order must be made in writing or in text form to be effective.

§ 4 Duty of confidentiality; data protection

(1) HR Tech Consulting is obliged for an unlimited period of time to maintain secrecy about all information designated as confidential or business and trade secrets of the client which become known to it in connection with the order. This obligation does not extend to facts which are obvious or generally known or which, according to their significance, do not require secrecy. It shall also not apply insofar as they have to be disclosed in state proceedings or for the enforcement of or defence against claims arising from the contractual relationship. Disclosure to third parties not involved in the execution of the order may only take place with the written consent of the client.

(2) HR Tech Consulting undertakes to instruct all persons employed by it for the execution of the order to comply with this provision.

(3) HR Tech Consulting is authorised, within the scope of the purpose of the order, to process the personal data entrusted to it or to have them processed by third parties in compliance with the data protection provisions.

§ 5 Duties of Cooperation of the Client

(1) The client is obliged to support HR Tech Consulting to the best of his ability and to create in his sphere of operation all the conditions necessary for the proper execution of the order; in particular he must make available in good time and in full all the documents necessary or significant for the execution of the order.

(2) At the request of HR Tech Consulting, the client shall confirm in writing or text the correctness and completeness of the documents submitted by him as well as his information and oral statements.

(3) Der Auftraggeber wird HR Tech Consulting auch über vorher durchgeführte und/oder laufende Beratungen mit Bezug zum Gegenstand des Auftrags umfassend informieren.

(4) The Client shall ensure that its employees and the legally provided and and, where applicable, employee representation (works council) are informed by HR Tech of HR Tech Consulting before the start of the activity.

§ 6 Fee

(1) The remuneration for the services of HR Tech Consulting shall be calculated according to the (time fee) or agreed in writing as a fixed price. A fee based on the degree of success or to be paid only in the event of success is always excluded.

(2) After completion of the agreed project HR Tech Consulting shall receive a fee according to the agreement between the client and HR Tech Consulting. HR Tech Consulting is entitled to issue monthly interim invoices according to the progress of the work and to demand payments on account according to the respective progress. The fee shall be due in each case upon invoicing by HR Tech Consulting.

(3) Insofar as longer-term contracts are invoiced on a time and material basis, the Contractor's current price list shall apply. This shall be made available to the Client in accordance with § 2 paragraph 2. For contracts concluded in the last quarter, the agreed prices shall also apply for the following year. If the price change exceeds the customary market prices by more than an insignificant amount, the Client may terminate the contract; § 627 BGB remains unaffected.

(4) All claims shall become due upon invoicing and are payable immediately without deductions. The statutory value added tax shall be added to all price quotations and shown separately in the invoices.

(5) Several clients (natural persons and/or legal entities) shall be jointly and severally liable.

(6) Offsetting against claims of the Contractor for remuneration and reimbursement of expenses is only permissible with claims that are undisputed, legally established or ready for decision.

§ 7 Incidental costs

(1) In addition to the remuneration, the necessary and reasonable expenses, travel costs and other expenses incurred within the scope of the consultancy assignment shall be reimbursed by the Client.

(2) Travel costs necessary for the implementation of the project will be charged at € 0.45 per kilometre travelled and consultant if the project is carried out on site and travel is by car. Overnight accommodation costs and other travel costs (use of public transport, taxi, 2nd class train, economy class aeroplane) shall be charged at cost without surcharge and shall be borne by the client.

(3) Travel and incidental expenses shall only be charged for consultant days with actual business trips to destinations that are more than 50 km away from the registered office of HR Tech Consulting.

(4) Printing and material costs (e.g. workshop documents) will be charged at cost.

(5) All ancillary costs are subject to the applicable value added tax.

§ 8 Electronic invoicing

HR Tech Consulting is entitled to send invoices to the client also in electronic form. The client expressly agrees to the sending of invoices in electronic form by HR Tech Consulting.

§ 9 Duration of the contract

(1) The respective consultancy contract shall in principle end with the completion of the project.

(2) Notwithstanding the above, the respective consultancy contract may be terminated by either party at any time for good cause without notice. Good cause shall be deemed to exist in particular if a party to the contract violates essential contractual obligations - this includes in particular, although not conclusively, the violation of the client's obligations to cooperate according to § 5, or if a party to the contract is in default of payment after the opening of insolvency proceedings, if there are justified concerns about the creditworthiness of a party to the contract about whom no insolvency proceedings have been opened and the latter, at the request of HR Tech Consulting, neither makes advance payments nor provides suitable security prior to HR Tech Consulting's performance and the poor financial circumstances were not known to the other party to the contract at the time of the conclusion of the contract.

§ 10 Right of Retention; Retention of Documents

(1) Until full settlement of its claims, the contractor shall have a right of retention to the documents provided to it, the exercise of which, however, shall be contrary to good faith if the retention would cause disproportionately high damage to the client that cannot be justified when weighing both interests. Furthermore, the right of retention shall not apply in the case of undisputed or legally established counterclaims.

(2) After settlement of its claims arising from the contract, HR Tech Consulting must hand over all documents which the client or a third party has handed over to it on the occasion of the execution of the order. This does not apply to the correspondence between the parties and to simple copies or files of the reports, organisation plans, drawings, lists, calculations, etc. produced within the framework of the order, provided that the client has received the originals.

(3) The obligation of HR Tech Consulting to retain the documents expires six months after delivery of the written request for collection, otherwise three years, in the case of documents retained pursuant to § 12 para. 1 five years after termination of the contractual relationship.

§ 11 Liability

(1) HR Tech Consulting shall only be liable for damages caused by it, its legal representative or its vicarious agents due to slight negligence if and insofar as these are based on the breach of such obligations, the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the client may regularly rely. Apart from that, HR Tech Consulting shall only be liable for damages if and insofar as they have been caused by it, its legal representative or its vicarious agents intentionally or by gross negligence. In this respect, the liability of HR Tech Consulting is always limited to such damages as it could reasonably have expected. These limitations of liability do not apply to culpable injury to life, limb or health or to guarantees.

(2) For a single case of damage, liability is limited to a maximum of EUR 250,000. A single case of damage is deemed to be the sum of the claims for damages of all claimants resulting from an individual, temporally coherent, delimitable and insofar uniform performance. In case of foreseeability of a substantially higher risk of damage HR Tech Consulting is obliged to offer the client a higher liability sum, whereby he can adjust his remuneration accordingly.

(3) HR Tech Consulting is not liable for the improper application or implementation by the client of the recommendations contained within the scope of the services or in the working documents.

(4) Claims for damages by the client against HR Tech Consulting 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 without gross negligence, but in any case within 5 years after the claim has arisen. The shortening of the limitation period shall not apply in cases of gross negligence, intent or fraudulent intent. The right to assert the defence of limitation remains unaffected.

§ 12 Protection of intellectual property

(1) The client guarantees that the reports, organisation charts, drafts, drawings, lists, calculations etc. produced by HR Tech Consulting within the scope of the order will only be used for the contractually agreed purposes and will not be reproduced, edited, translated, reprinted, passed on or distributed without express consent in the individual case. The use of the consulting services provided for companies affiliated with the client requires an express written agreement.

(2) Insofar as work results are copyrightable, HR Tech Consulting remains the author. In these cases, the client receives the irrevocable, exclusive and non-transferable right of use to the work results, which is only restricted by paragraph 1 sentence 1 and otherwise unlimited in terms of time and place.

§ 13 Miscellaneous, Final Provisions

(1) Amendments and supplements to these terms and conditions or the contract must be made in writing or text form and must be expressly marked as such. § 3 para. 4 remains unaffected.

(2) HR Tech Consulting is entitled to use company names, trademarks and corporate identifiers of the client and project descriptions in its reference materials in an appropriate and customary manner. Reference materials include, but are not limited to, case studies, press releases and publications of HR Tech Consulting. The client is entitled to revoke the use at any time without giving reasons, also partially.

(3) 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 is the registered office of HR Tech Consulting, insofar as the order was placed by an entrepreneur, a legal entity under public law or a special fund under public law.

(4) The assignment of claims to which the client is entitled against HR Tech Consulting from the business relationship is excluded.

(5) The court at the place of business of HR Tech Consultings shall have jurisdiction for disputes arising from claims against merchants or legal entities under public law arising from the business relationship.

Status: 03.04.2023

HR Tech Consulting GmbH
Lerchenweg 3
D-40789 Monheim am Rhein
PHONE +49 (2173) 26 50 370

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