These terms and con­di­tions apply to all cur­rent and future busi­ness rela­tion­ships with entre­pre­neurs. Entre­pre­neurs with­in the terms and con­di­tions of busi­ness are nat­ur­al per­sons, legal enti­ties or part­ner­ships with legal capac­i­ty, with whom busi­ness rela­tion­ships are entered into that are in the exer­cise of a com­mer­cial or inde­pen­dent pro­fes­sion­al activ­i­ty. Devi­at­ing, con­flict­ing or sup­ple­men­tary terms and con­di­tions, even if known, are not part of the con­tract, unless their valid­i­ty is express­ly agreed in writ­ing. The law of the Fed­er­al Repub­lic of Ger­many applies. The pro­vi­sions of the UN Sales Con­ven­tion do not apply. If the con­trac­tu­al part­ner is a mer­chant, a legal enti­ty under pub­lic law or a spe­cial fund under pub­lic law, our place of busi­ness is the place of ful­fill­ment and the place of juris­dic­tion, unless oth­er­wise stat­ed in the order con­fir­ma­tion; how­ev­er, we are enti­tled to sue our con­trac­tu­al part­ner also at its court of juris­dic­tion.

Unless oth­er­wise agreed, our offers are non-bind­ing. The sub­ject of the con­tract is the agreed (advi­so­ry) activ­i­ty spec­i­fied in the con­tract, not the achieve­ment of a cer­tain eco­nom­ic suc­cess. Our ser­vices are pro­vid­ed when the nec­es­sary ana­lyzes, the result­ing con­clu­sions and the rec­om­men­da­tions are worked out and explained to our client. It is irrel­e­vant whether or when the con­clu­sions or rec­om­men­da­tions are imple­ment­ed. Data sup­plied by third par­ties or by the client will only be checked for plau­si­bil­i­ty. The con­clu­sions and rec­om­men­da­tions to be derived from the inves­ti­ga­tions are made to the best of our knowl­edge and accord­ing to accept­ed rules of sci­ence and prac­tice. Unless oth­er­wise agreed, we can use expert sub­con­trac­tors for the order exe­cu­tion, where­by we always remain direct­ly oblig­ed to the client. In addi­tion, we decide at our own dis­cre­tion which employ­ees we use or exchange for the pro­vi­sion of ser­vices owed.

We are only then oblig­ed to take account of requests for changes made by our client, if this is rea­son­able with­in the scope of our oper­a­tional capac­i­ties, in par­tic­u­lar with regard to the effort and the time sched­ule. Inso­far as the exam­i­na­tion of the pos­si­bil­i­ties of alter­ation or the real­iza­tion of the desired changes has an effect on the terms of the con­tract, in par­tic­u­lar on our efforts or the timetable, the par­ties shall agree on an appro­pri­ate adap­ta­tion of the con­tract terms, in par­tic­u­lar increase in remu­ner­a­tion and post­pone­ment of appoint­ments. Unless oth­er­wise agreed, in this case we will per­form the ser­vices due with­out con­sid­er­a­tion of the change requests until the con­tract has been adapt­ed. If a com­pre­hen­sive exam­i­na­tion of the extra effort is nec­es­sary, we are enti­tled to request a sep­a­rate com­mis­sion for this pur­pose. Changes or addi­tions to the order require the writ­ten form to be effec­tive. Pro­to­cols relat­ing to such dis­cus­sions or project cov­er­age will only meet this for­mal require­ment if they have been signed by both con­tract par­ties or their autho­rized rep­re­sen­ta­tives.

We have a duty to main­tain con­fi­den­tial­i­ty about any infor­ma­tion or busi­ness secrets of our client that we have iden­ti­fied as con­fi­den­tial in con­nec­tion with the order. This oblig­a­tion does not extend to facts which are obvi­ous or gen­er­al­ly known or whose mean­ing requires no secre­cy. It also does not apply inso­far as they have to be dis­closed in a pub­lic pro­ce­dure or for the enforce­ment or defense of claims aris­ing from the con­trac­tu­al rela­tion­ship. The trans­fer to third par­ties not engaged in the exe­cu­tion of the con­tract may only be made with the writ­ten con­sent of our client. In this regard, we are oblig­at­ed to oblige all per­sons employed to car­ry out the order to com­ply with this pro­vi­sion. We are autho­rized, in the con­text of the pur­pose of the order, to process the per­son­al data entrust­ed to us in com­pli­ance with the data pro­tec­tion pro­vi­sions or to have it processed by third par­ties.

Our clients are oblig­ed to sup­port us to the best of their abil­i­ty and to cre­ate all the con­di­tions nec­es­sary for the prop­er exe­cu­tion of the order; in par­tic­u­lar, our clients must pro­vide all doc­u­ments nec­es­sary or impor­tant for the exe­cu­tion of the order in due time. Upon request, our client has to con­firm in writ­ing the cor­rect­ness and com­plete­ness of the doc­u­ments, infor­ma­tion and ver­bal expla­na­tions sub­mit­ted by him.

The pay­ment for our ser­vices as well as the details of the pay­ment method are agreed on a case-by-case basis. A fee to be paid accord­ing to the degree of suc­cess or only in case of suc­cess is – unless oth­er­wise agreed – exclud­ed. Unless oth­er­wise agreed, in addi­tion to the fee claim, we are enti­tled to reim­burse­ment of expens­es. Unless oth­er­wise agreed, invoic­es are due to be invoiced and are payable imme­di­ate­ly with­out deduc­tion. The legal val­ue added tax must be added to all price details and must be shown sep­a­rate­ly in the invoic­es. Sev­er­al clients (nat­ur­al and/ or legal per­sons) are joint­ly and sev­er­al­ly liable. A set-off against our claims for remu­ner­a­tion and reim­burse­ment of expens­es is only admis­si­ble with undis­put­ed, legal­ly bind­ing claims.

We shall only be liable for dam­ages caused by us, our legal rep­re­sen­ta­tives or vic­ar­i­ous agents due to slight neg­li­gence if and inso­far as these are based on the vio­la­tion of such oblig­a­tions, the ful­fill­ment of which enables the prop­er exe­cu­tion of the con­tract in the first place and on whose com­pli­ance the client may reg­u­lar­ly rely on. Inci­den­tal­ly, we are only liable for dam­ages if and inso­far as they have been caused by us, our legal rep­re­sen­ta­tives or vic­ar­i­ous agents inten­tion­al­ly or neg­li­gent­ly. The lia­bil­i­ty of the con­trac­tor is always lim­it­ed to such dam­age, with which he had rea­son­ably expect­ed. These lim­i­ta­tions of lia­bil­i­ty do not apply to cul­pa­ble injury to life, body or health or guar­an­tees. We are not liable for the improp­er appli­ca­tion or imple­men­ta­tion of the rec­om­men­da­tions con­tained in the scope of the ser­vices or in the work­ing doc­u­ments by the client. Claims for dam­ages can only be assert­ed with­in one year after our client has become aware of the dam­age and the event giv­ing rise to the claim or would have to obtain it with­out gross neg­li­gence. This does not apply in cas­es of gross neg­li­gence, intent or mal­ice.

We must ensure that the reports, orga­ni­za­tion charts, designs, draw­ings, state­ments and cal­cu­la­tions pro­duced by the con­trac­tor in the con­text of the con­tract are used only for the con­trac­tu­al­ly agreed pur­pos­es and are not dupli­cat­ed, processed, trans­lat­ed, reprint­ed, passed on or dis­sem­i­nat­ed on a case-by-case basis with­out explic­it con­sent. The use of the con­sult­ing ser­vices pro­vid­ed for com­pa­nies affil­i­at­ed with the client requires an express writ­ten agree­ment. As far as work results are copy­rightable, we remain the author. In these cas­es, the con­trac­tor receives lim­it­ed, and in any case tem­po­ral­ly and local­ly unlim­it­ed, irrev­o­ca­ble, exclu­sive and non-trans­fer­able rights to use the work results.

Until the full set­tle­ment of our claims, we have a right of reten­tion of the doc­u­ments pro­vid­ed to us, but their exer­cise is unlaw­ful if the reten­tion would inflict a dis­pro­por­tion­ate­ly high, unjus­ti­fi­able dam­age on our client, weigh­ing both inter­ests. After set­tle­ment of our claims under the con­tract, we have to hand over all doc­u­ments that the client or a third par­ty has giv­en us on the occa­sion of the order exe­cu­tion. This does not apply to doc­u­ments that can be used in fol­low-up projects. Our oblig­a­tion to retain doc­u­ments expires six months after deliv­ery of the writ­ten request for col­lec­tion, oth­er­wise three years, in the case of doc­u­ments retained pur­suant to § 9 para­graph 1 five years after ter­mi­na­tion of the con­trac­tu­al rela­tion­ship.

The con­tract for offered seminars/ work­shops is due to writ­ten reg­is­tra­tion of the par­tic­i­pant and writ­ten con­fir­ma­tion by us to con­di­tions. Reg­is­tra­tions are always con­sid­ered in the order in which they were received. If an appli­ca­tion can not be con­sid­ered, this will be com­mu­ni­cat­ed imme­di­ate­ly. Our offers for in-house seminars/ work­shops are made in writ­ing and, unless oth­er­wise agreed, remain valid for three months from the cre­ation date of the offer. For in-house seminars/ work­shops, the orga­ni­za­tion is respon­si­ble to the client. He has to pro­vide in par­tic­u­lar for the sem­i­nar equip­ment (beam­er etc.) as well as for the oth­er con­di­tions (require­ments at the room, size, cater­ing etc.). The client must com­ply in par­tic­u­lar with the agreed max­i­mum num­ber of par­tic­i­pants. The par­tic­i­pant can can­cel until one day before the begin­ning of the event. We will then be enti­tled to rea­son­able com­pen­sa­tion, which we will only charge if can­celed less than ten work­ing days before the start. This amounts to 50% of the agreed par­tic­i­pa­tion fee. For can­cel­la­tions short­er than five work­ing days before the start of the event, the full par­tic­i­pa­tion fee must be paid. The par­tic­i­pant is free to prove that we have incurred no or a low­er dam­age. In-house seminars/ work­shops can be can­celed free of charge up to four weeks before the event. Up to three weeks before the appoint­ment, the con­tract­ing par­ty may appoint a replace­ment date once, oth­er­wise we will charge the already made prepa­ra­tion costs. In case of no-show or can­cel­la­tion less than three weeks before the start of the event, 50% of the agreed fee will be charged. In the case of no-show or can­cel­la­tion less than five work­ing days before the start of the event, we will charge the full seminar/ work­shop fee. The con­tract­ing par­ty is free to prove that we have incurred no or a low­er loss. Par­tic­i­pa­tion in an event is trans­fer­able at any time. We reserve copy­rights to the work­books and doc­u­ments accom­pa­ny­ing the event; such doc­u­ments may not be pho­to­copied or elec­tron­i­cal­ly repro­duced. These are only intend­ed for the per­son­al use of the course par­tic­i­pants and may not be passed on to third par­ties. The con­tent and sequence of offered events as well as the use of our train­ers can be changed as far as it is rea­son­able while pre­serv­ing the over­all char­ac­ter of the event, with­out result­ing in any rights of our client. We are enti­tled to with­draw from the con­tract for good cause, irre­spec­tive of any oth­er rea­son, in par­tic­u­lar if there are insuf­fi­cient appli­ca­tions for an event (usu­al­ly less than six par­tic­i­pants) or if the event must be can­celed for oth­er rea­sons for which we are not respon­si­ble. In these cas­es, already paid par­tic­i­pa­tion fees will be ful­ly refund­ed, and the par­tic­i­pants are not enti­tled to com­pen­sa­tion.

Events of force majeure, which make the ser­vice sub­stan­tial­ly more dif­fi­cult or at times impos­si­ble, enti­tle the respec­tive par­ty to post­pone the ful­fill­ment of its ser­vices by the dura­tion of the hin­drance and a rea­son­able start-up time. Force majeure is equal to labor dis­putes and sim­i­lar cir­cum­stances inso­far as they are unpre­dictable, seri­ous and with­out fault. The par­ties imme­di­ate­ly inform each oth­er of the occur­rence of such cir­cum­stances.

Unless oth­er­wise agreed, the order can be ter­mi­nat­ed by the cus­tomer at any time, by us with a notice peri­od of 14 days to the end of the month. The right to extra­or­di­nary ter­mi­na­tion remains unaf­fect­ed.

Rights aris­ing from the con­trac­tu­al rela­tion­ship with us may only be assigned after pri­or writ­ten con­sent. Changes or addi­tions to these con­di­tions or the con­tract must be made in writ­ing and must be express­ly marked as such. Sec­tion 3 para­graph 4 remains unaf­fect­ed.