1.1.1 The provisions of sections 1.1 to 1.9 apply to all consulting services offered by the management consultancy and to all contracts between the management consultancy and its clients, regardless of the content and legal nature of the consulting services offered or contractually assumed by the management consultancy.
1.1.2 If consulting contracts or offers from the 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 as comprehensively as possible about the business, organisational, technical and competitive situation of his company. In particular, the client will work personally and, if necessary, through his employees on the project as follows:
1.2.1 All questions from the consultant about the actual and legal circumstances within the client company will be answered as completely, accurately and as quickly as possible; also questions from the consultants about the actual and legal relationships between the client and his business partners and competitors, insofar as these relationships are known to the client and/or his managers. The consultants will only ask questions whose answers may be relevant to the project.
1.2.2 The management consultancy will also be informed, without being asked, and as early as possible about circumstances that may be of importance for the project.
1.2.3 Any interim results and interim reports provided by the management consultancy will be checked immediately by the client to see whether the information contained therein about the client or his company is correct; Any necessary corrections and requests for changes will be communicated to the management consultancy immediately in writing.
If the tasks undertaken by the management consultancy involve work by consultants on or with the customer's IT devices, the client will ensure in good time before the consultants begin the relevant activities that the recorded data can be reconstructed from machine-readable data carriers with reasonable effort in the event of destruction or falsification (data backup).
1.4.1 The management consultancy grants the client the right to prematurely terminate any consulting contract, with the exception of contracts of the type mentioned in Section 3.1, if the client so wishes. This applies unless something else, such as a fixed term, retainer, fixed price, has been agreed in writing or explicitly ordered. Early termination does not affect agreed confidentiality obligations and other post-contractual loyalty obligations. In the event of early termination of the contract, the remuneration of the management consultancy is based on sections 1.4.2 and 1.4.3.
1.4.2 The client pays the agreed fee and the agreed expenses to the management consultancy for the services provided by the management consultancy until early termination is received. The basis for calculating fees is the generally applicable daily rates of those consultants employed by the management consultancy for the specific project. However, under this provision, the management consultancy may not charge more than the fixed or flat rate agreed for the terminated project. If fixed or flat-rate prices have been agreed for individual service sections within a contract, sentence 3 applies accordingly to the billing of the respective service level.
1.4.3 There is no remuneration for the management consultancy for the period after receipt of the notice of termination to the extent that the management consultancy thereby saved expenses and/or achieved or maliciously failed to achieve this through other use of the forces thus released.
1.4.4 The provisions of sections 1.4.2 and 1.4.3 apply accordingly if the management consultancy has legally terminated the contract before the originally agreed conclusion.
1.5.1 Unless otherwise agreed, the management consultancy is entitled to invoice the client monthly for fees and expenses, depending on the amount incurred. Section 1.4.2 sentences 2 to 4 apply mutatis mutandis to the calculation of the fee.
1.5.2 Invoices issued by the management consultancy in accordance with the contract are due for payment immediately.
1.5.3 If the client is in arrears with the settlement of due invoices, the management consultancy is entitled to stop its work on the project until these demands have been met.
1.6.1 The management consultancy is in default with its services if specific completion dates have been agreed as fixed dates or if the management consultancy is responsible for the delay. The management consultancy is not responsible for, for example, an unforeseeable failure of the management consultancy's consultant intended for the project, force majeure and other events that were not foreseeable when the contract was concluded and which make the agreed service at least temporarily impossible or unreasonably difficult for the management consultancy. Strikes, lockouts and similar circumstances that directly or indirectly affect the management consultancy are equivalent to force majeure, unless these measures are 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 fulfillment of its obligations for the duration of the hindrance and a reasonable start-up time. However, if the management consultancy's performance becomes permanently impossible due to obstacles within the meaning of Section 1.6.1, the management consultancy will be released from its contractual obligations.
1.6.3 If the management consultancy is responsible for the delay or impossibility, sections 1.7.2 to 1.7.5 also apply.
1.7.1 If and to the extent that any consulting errors and/or any defects in a work created by the management consultancy are based on the client not fulfilling the obligations to cooperate in accordance with Section 1.2 and/or Section 3.2 or not fulfilling them in a timely manner, the management consultancy's liability is excluded. In the event of a dispute, the client will provide proof of complete and timely fulfillment of all obligations to cooperate. Furthermore, the management consultancy assumes no liability for any damage to the client that is based on non-compliance with the security obligation in accordance with Section 1.3.
1.7.2 The management consultancy is only liable for damages to the client in the event of simple negligence on the part of its bodies or employees if and to the extent that the damages are based on the breach of obligations whose fulfillment is absolutely necessary to achieve the purpose of the contract. Furthermore, the management consultancy is liable for damages resulting from delay, impossibility of performance, positive breach of contract, culpa in the conclusion of the contract or unlawful acts only if and to the extent that they were caused intentionally or through gross negligence by the management consultancy.
1.7.3 The liability of the management consultancy is limited to such damages that the management consultancy can reasonably expect. Liability is limited to a maximum of EUR 1,000.00 per case of damage. If the client wishes the management consultancy to be held liable beyond this if necessary, this requires a separate regulation in each individual case. For damages that exceed the amount of EURO 1,000.00, the management consultancy is only liable if the damage was caused intentionally or through gross negligence, or if the liability insurance agreed in accordance with sentence 3 is not required due to serial damage or other circumstances for which the management consultancy is responsible.
1.7.4 The restrictions 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 lack of any guaranteed properties of a work to be created by the management consultancy.
1.7.5 All possible claims for damages against the management consultancy expire after 3 years at the latest. The limitation period begins when damage becomes apparent, but at the latest when the contractual activity is completed. Section 2.3.3 remains unaffected.
1.8.1 In addition to the individual agreements and these contract conditions of the management consultancy, only German law applies.
1.8.2 The client's general terms and conditions have no effect on the management consultancy, even if the management consultancy does not expressly object to their inclusion.
1.9.1 The place of performance for the services of the management consultancy is the registered office. The place of fulfillment for payments to the management consultancy is its registered office in Leipzig.
1.9.2 The place of jurisdiction for all lawsuits against the management consultancy is Marienmünster. Marienmünster is also the place of jurisdiction for claims brought by management consultancies against customers if the client is a registered merchant or does not have a general place of jurisdiction in Germany. If the management consultancy claims several people as joint and several debtors under a contract and not all of the joint and several debtors are full merchants, the management consultancy can, in deviation from sentence 2, appeal to the court of the place of performance (section 1.9.1 sentence 1) or to the court of the place where one of the non-commercial joint and several debtors has its general place of jurisdiction.
The regulations in Sections 2.1 to 2.3 apply in addition to Sections 1.1 to 1.9 for consulting offers and contracts from management consultancies for the creation of analyses, reports, reports, brochures, studies and similar works if and to the extent that the remuneration of the management consultancy according to the contract is primarily dependent on the creation of the work (contracts for work). In addition to Sections 1.1 to 1.9, the provisions of Sections 2.1 to 2.3 also apply to corresponding partial management consulting services if these are differentiated from other management consulting services in the consulting offer or contract, e.g. in the case of a step-by-step or phased approach.
2.2.1 The management consultancy presents the work produced in accordance with the contract to the client. If the client does not accept the work upon presentation or other provision for a reason other than an immediate and justified complaint and the client does not make good on this complaint within two weeks of presentation or provision, the work is deemed to have been accepted. Use of the work by the client is considered acceptance.
2.2.2 If acceptance is excluded due to the nature of the work, this will be replaced by notification from the management consultancy to the client about the completion of the work.
2.2.3 The above rules on acceptance apply accordingly to any separate partial services provided by the management consultancy within the individual service phases agreed in the consulting contract, provided that separate acceptance or presentation dates are agreed for such partial services.
2.3.1 Any defects in the work and the lack of any guaranteed properties of the work must be reported to the management consultancy in writing immediately after they are discovered. Otherwise the warranty claim expires.
2.3.2 As a guarantee, the client can initially only demand free repairs. If the improvement is not made within a reasonable period of time or if the improvement fails, the client can demand a reduction in price or change to 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 based on Section 638 of the German Civil Code (BGB) and, contrary to Section 1.7.5, begins with the acceptance of the work (see Section 2.2).
2.3.4 Otherwise, the regulations in Section 1.7 remain unaffected.
3.1 In the case of personnel consulting, the management consultancy can only guarantee an appropriate approach to the search and selection of candidates. The management consultancy assumes no liability for the fact that a candidate selected or recommended by it following an appropriate methodical approach meets all of the client's expectations or achieves specific results.
3.2 Otherwise, the provisions of sections 1.7 and 2.3 remain unaffected.
4.1 Customer data that arises as part 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 management consultancy's business area and is not passed on for advertising purposes.
5.1 The management consultancy must take due care to ensure that all persons entrusted with the processing or fulfillment of this project 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 valid or lose their legal validity, this shall not affect the validity of the rest of the contract. The same applies if there is a gap in this contract. The ineffective regulation or the gap should be replaced by an appropriate regulation that, as far as legally possible, comes closest to what the contracting parties wanted or would have wanted according to the meaning and purpose of the contract if they had taken this point into account. If the ineffectiveness of a provision is based on a measure of performance or time, deadline or date, a legally permissible measure should take this place. The contracting parties are obliged to specify any necessary changes by formally changing the wording of the contract. Otherwise, the legal provisions of the German Civil Code (BGB) apply.