1.1.1 The provisions of sections 1.1 to 1.9 apply to all consulting services offered by management consultancy and to all contracts concluded by management consultancy with its clients regardless of the content and legal nature of the consulting services offered or contracted by management consultancy.
1.1.2 Insofar as consulting contracts or offers of management consultancy contain provisions that deviate from the following general terms and conditions, the individually offered or agreed contract rules take precedence over these general terms and conditions.
In order to enable the management consultancy to carry out the desired professional work, the client will inform the management consultancy about the business, organizational, technical and competitive situation of his company as comprehensively as possible. The client will in particular personally and, where necessary, also through his employees participate in the project as follows:
1.2.1 All questions of the consultant about the actual and legal conditions within the client company will be answered as completely, accurately and at short notice as possible; as well as questions of the consultants about the actual and legal conditions between the client and his business partners and competitors, insofar as these conditions are known to the client and/or his managers. The consultants will only ask such questions, the answer to which may be of importance for the project.
1.2.2 The management consultancy is also unasked and informed as early as possible about such circumstances that may be of importance for the project.
1.2.3 Intermediate results and interim reports provided by the management consultancy, for example, will be checked by the client immediately as to whether the information contained therein about the client or his company is correct; any necessary corrections and also change requests will be communicated to the management consultancy in writing immediately.
If the tasks undertaken by the management consultancy involve work of consultants on or with customer computer equipment, the client will ensure in good time before the start of the corresponding activities of the consultants that the recorded data can be reconstructed with reasonable effort from machine-readable data carriers in the event of destruction or falsification (data backup).
1.4.1 The Management Consultancy grants the Client the right to terminate any consultancy agreement, other than contracts of the type referred to in Section 3.1, early if the Client so wishes. This applies if nothing else such as fixed term, retainer, fixed price has been agreed in writing or explicitly commissioned. Early termination shall be without prejudice to agreed confidentiality obligations and other post-contractual fiduciary obligations. The remuneration of the management consultancy is determined in cases of early termination of the contract in accordance with sections 1.4.2 and 1.4.3.
1.4.2 For the services provided by the management consultancy until receipt of an early termination, the client pays the agreed fee and the agreed expenses to the management consultancy. The calculation basis for fees are the generally applicable daily rates of those consultants who were used by the management consultancy for the specific project. However, the management consultancy may not invoice more than the fixed or flat rate agreed for the terminated project under this provision. If fixed or lump sum prices have been agreed for individual service sections within a contract, sentence 3 applies accordingly for the billing of the respective service level.
1.4.3 A remuneration of the management consultancy for the time after receipt of termination shall be waived insofar as the management consultancy has thereby saved expenses and/or achieved or failed to achieve maliciously by other use of the forces thus released.
1.4.4 The provisions of sections 1.4.2 and 1.4.3 shall apply mutatis mutandis if the management consultancy has legally terminated the contract before the originally agreed conclusion.
1.5.1 In the absence of deviating agreements, the management consultancy is entitled to invoice fees and expenses monthly afterwards to the client, depending on the occurrence. Section 1.4.2, second to fourth sentences, shall apply mutatis mutandis to the calculation of the fee.
1.5.2 Contractually provided invoices of the management consultancy are immediately due for payment.
1.5.3 If the client is in default of compensating due invoices, the management consultancy is entitled to cease its work on the project until these demands are met.
1.6.1 The management consultancy shall be in default with its services if certain completion dates are agreed as fixed dates for this or the management consultancy must be responsible for the delay. For example, the management consultancy is not responsible for an unforeseeable failure of the consultant of the management consultancy intended for the project, force majeure and other events that were not foreseeable at the time of conclusion of the contract and make the agreed service at least temporarily impossible or unreasonably difficult for the management consultancy. Force majeure shall be tantamount to strikes, lockouts and similar circumstances affecting the management consultancy directly or indirectly, insofar as these measures have not been unlawful and caused by the management consultancy.
1.6.2 If the obstacles to performance are of a temporary nature, the management consultancy is entitled to postpone the fulfilment of its obligations for the duration of the prevention and for an appropriate start-up period. If, on the other hand, impediments within the meaning of Section 1.6.1 render the performance of management consultancy permanently impossible, management consultancy shall be released from its contractual obligations.
1.6.3 Insofar as delay or impossibility is to be represented by the management consultancy, Sections 1.7.2 to 1.7.5 apply in addition.
1.7.1 If and insofar as any consulting errors and/or defects of a work created by the management consultancy are based on the fact that the client has not fulfilled, not completely or not in time obligations to cooperate pursuant to Section 1.2 and/or Section 3.2, the liability of the management consultancy is excluded. Proof of full and timely fulfilment of all obligations to cooperate will be provided by the client in case of dispute. The management consultancy also assumes no liability for any damages of the client which are based on non-compliance with the security obligation in accordance with section 1.3.
1.7.2 For damages of the client, the management consultancy is liable in case of simple negligence of its organs or employees only if and to the extent that the damages are based on the violation of such obligations, the fulfilment of which is absolutely necessary to achieve the purpose of the contract. Otherwise, the management consultancy is only liable for damages arising from default, from impossibility of performance, from positive breach of claims, from fault in the conclusion of the contract or from unlawful acts if and insofar as they have been caused by the management consultancy intentionally or grossly negligently.
1.7.3 The liability of the management consultancy is limited to such damages with which the management consultancy must reasonably expect. The amount of liability is limited to a maximum of EURO 1,000.00 per claim. If the client wishes a liability of the management consultancy in addition if necessary, this requires a separate regulation in individual cases. For damages exceeding the amount of EURO 1,000.00, the management consultancy is only liable in case of intentional or grossly negligent causation, or insofar as the liability insurance agreed pursuant to sentence 3 due to serial damage or due to other circumstances attributable to the management consultancy is not liable to occur.
1.7.4 The limitations in sections 1.7.2 and 1.7.3 do not apply if and to the extent that claims for damages are based on the absence of any guaranteed characteristics of a work to be created by the management consultancy.
1.7.5 All claims for damages against management consultancy shall expire at the latest after expiry of 3 years. The limitation period begins with the recognizability of a damage, but at the latest with the conclusion of the contractual activity. Section 2.3.3 shall remain unaffected.
1.8.1 In addition to the individual agreements and these terms and conditions of the management consultancy, only German law applies.
1.8.2 General Terms and Conditions of the Client have no effect vis-à-vis management consulting, even if management consulting does not expressly contradict its inclusion.
1.9.1 Place of performance for the services of the management consultancy is the registered office. The place of performance for payments to the management consultancy is its headquarters in Leipzig.
1.9.2 The place of jurisdiction for all actions against the management consultancy is Marienmünster. Marienmünster is also the place of jurisdiction for actions brought by management consultancy vis-à-vis customers if the client is a full merchant or has no general place of jurisdiction in Germany. If the management consultancy makes use of several persons as a joint debtor under a contract and not all joint debtors are full merchants, the management consultancy may, by way of derogation from sentence 2, refer the matter to the court of the place of performance (section 1.9.1 sentence 1) or also to the court of the place where one of the non-commercial joint debtors has its general place of jurisdiction.
The provisions in sections 2.1 to 2.3 apply, in addition to sections 1.1 to 1.9, to consultancy offers and contracts of management consultancy regarding the preparation of analyses, reports, opinions, prospectuses, studies and similar works if and insofar as the remuneration of management consultancy according to the contract is primarily dependent on the preparation of the work (work contracts). In addition to sections 1.1 to 1.9, the provisions of sections 2.1 to 2.3 also apply to corresponding partial services of management consultancy if these are delimited from further services of management consultancy in the consulting offer or contract, e.g. in the case of a step-by-step or phase-by-phase approach.
2.2.1 The management consultancy shall submit the work produced in accordance with the contract to the client. If the client does not accept the work on submission or other provision for a reason other than due to an immediate and justified complaint and the client does not collect this complaint within two weeks of the submission or. After being made available, the work is deemed to be accepted. A use of the work by the client is considered acceptance.
2.2.2 If acceptance is excluded according to the nature of the work, this is replaced by the notification of the management consultancy to the client about the completion of the work.
2.2.3 The above rules on acceptance apply mutatis mutandis to any segregated partial services of the management consultancy within the individual performance phases agreed in the consulting contract, if separate acceptance or presentation dates are agreed for such partial services.
2.3.1 Any defects of the work and the lack of any guaranteed characteristics of the work must be reported in writing to the management consultancy immediately after their determination. Otherwise, the warranty claim expires.
2.3.2 As a warranty, the client can initially only request free repairs. If no improvement is made within a reasonable time or if the improvement fails, the client may request reduction or conversion of those parts of the contract that are affected by the defect.
2.3.3 The limitation period for work services (definition in section 2.1) of the management consultancy is governed by § 638 BGB and, deviating from section 1.7.5, begins with the acceptance of the work (cf. Section 2.2.
2.3.4 Otherwise, the provisions in Section 1.7 shall remain unaffected.
3.1 In the case of recruitment consulting, management consulting can only guarantee appropriate procedure in the search for and selection of candidates. A liability of the management consultancy for the fact that a candidate selected or recommended by it in accordance with an appropriate methodological approach meets all expectations placed in him by the client or achieves certain results is not accepted.
3.2 Otherwise, the provisions of Sections 1.7 and 2.3 shall remain unaffected.
4.1 Customer data arising within the framework of the mutual business relationship will be treated in accordance with the provisions of the GDPR and the Federal Data Protection Act. The data remains exclusively in the business area of management consulting and is not forwarded for advertising purposes.
5.1 The management consultancy has to work with due care to ensure that all persons who are entrusted by it with the processing or fulfillment of this project planning do not pass on the information obtained from the client's area to third parties or otherwise use it.
If provisions of this contract are wholly or partially not legally effective or lose their legal effect, the validity of the contract shall not be affected by this. The same applies to the extent that a loophole should emerge in this Treaty. The ineffective regulation or the filling of the gap should be replaced by an appropriate regulation which, as far as legally possible, comes closest to what the contracting parties have wanted or would have wanted according to the meaning and purpose of the contract, provided that they had considered this point. If the ineffectiveness of a provision is based on a measure of performance or time, period or date, a legally permissible measure shall take that place. The contracting parties are obliged to establish any necessary change by a formal amendment of the wording of the contract. In addition, the statutory provisions according to the BGB apply.