§ 1 scope
(1) These General Terms and Conditions (GTC) apply to contracts whose object is the provision of advice and information by HR Tech Consulting to the client in the planning, preparation and implementation of entrepreneurial or technical decisions and projects, especially in the area of management and personnel consulting , is.
(2) The customer's terms and conditions only apply if this has been expressly agreed in writing.
§ 2 Subject matter of the contract; scope of services
(1) The subject of the order is the agreed consulting activity specified 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 are rendered when the necessary analyses, the resulting conclusions and the recommendations have been drawn up 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 will provide information on the status of the execution of the order or, after the execution of the order, will give an account of it in the form of a written or textual report that is intended to reflect the essential content of the course and result of the consultation. If HR Tech Consulting is to create 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 provided by third parties or by the client are only checked for plausibility. The recommendations are presented in an understandable and comprehensible manner.
(4) Unless otherwise agreed, HR Tech Consulting can use expert subcontractors to carry out the order, whereby it always remains directly committed to the client. HR Tech Consulting has to use properly trained employees with the necessary specialist knowledge and to continuously supervise and monitor them during the execution of the order. Otherwise, he decides at his own discretion which employees he uses or replaces.
§ 3 Changes in Services; written form
(1) HR Tech Consulting is obliged to take into account the client's requests for changes, insofar as this is reasonable within the scope of its operational capacities, in particular with regard to the effort and scheduling.
(2) Insofar as the examination of the possible changes or the implementation of the desired changes affect the contractual conditions, in particular the effort of the contractor or the schedule, the parties agree on an appropriate adjustment of the contractual conditions, in particular an increase in remuneration and postponement of the dates. Unless otherwise agreed, the contractor will carry out the work in this case without considering the change requests until the contract is adjusted.
(3) If an extensive examination of the additional expenses is necessary, the contractor can request a separate assignment for this.
(4) Changes and additions to the order must be made in writing or in text form to be effective.
§ 4 Confidentiality; privacy
(1) HR Tech Consulting is obliged indefinitely to maintain secrecy about all information designated as confidential or business and trade secrets of the client that become known to it in connection with the order. This obligation does not extend to facts that are obvious or generally known or do not require secrecy due to their importance. It also does not apply if they have to be disclosed in a state procedure or to enforce or defend claims from the contractual relationship. It may only be passed on to third parties not involved in the execution of the order with the written consent of the customer.
(2) HR Tech Consulting undertakes to point out compliance with this regulation to all persons employed by it to carry out the order.
(3) HR Tech Consulting is authorized to process the personal data entrusted to it within the scope of the purpose of the order in compliance with the data protection regulations or to have them processed by third parties.
§ 5 Cooperation obligations of the customer
(1) The client is obliged to support HR Tech Consulting to the best of his ability and to create all the necessary conditions for the proper execution of the order in his operational sphere; in particular, he must make all documents necessary or significant for the execution of the order available in good time and in full.
(2) At the request of HR Tech Consulting, the client must confirm the accuracy and completeness of the documents submitted by him as well as his information and oral statements in writing or in text.
(3) The client will also comprehensively inform HR Tech Consulting about previous and/or ongoing consultations related to the subject matter of the order.
(4) The client shall ensure that his employees and the employee representatives (works council) provided for by law and set up if necessary are informed by HR Tech Consulting before the start of its activities.
§ 6 Fee
(1) The fee for the services of HR Tech Consulting is calculated according to the time spent on the activity (time fee) or agreed in writing as a fixed price. A fee to be paid according to the degree of success or only in the event of success is always excluded.
(2) After completion of the agreed project, HR Tech Consulting receives a fee according to the agreement between the client and HR Tech Consulting. HR Tech Consulting is entitled to issue monthly interim accounts according to the progress of work and to demand advance payments corresponding to the respective progress. The fee is due upon invoicing by HR Tech Consulting.
(3) Insofar as long-term contracts are billed according to expenditure, the current price list of the contractor applies. This must be made available to the client in accordance with Section 2 (2) of the Ordinance on Information Obligations for Service Providers. For contracts concluded in the last quarter, the agreed prices also apply to the following year. If the price change exceeds the market prices not only insignificantly, the client can terminate the contract; § 627 BGB remains unaffected.
(4) All claims are due upon invoicing and are payable immediately without deductions. Statutory sales tax must be added to all price information and shown separately on the invoices.
(5) Several clients (natural and/or legal persons) are jointly and severally liable.
(6) Offsetting against the Contractor's claims for remuneration and reimbursement of expenses is only permissible with claims that are undisputed, have been legally established or are ready for a decision.
§ 7 Additional costs
(1) In addition to the remuneration, the necessary and reasonable expenses, travel expenses and other expenses incurred within the scope of the consulting contract must be reimbursed. Travel and ancillary costs required for the implementation of the project are charged at a flat rate of 12% of the respective daily rate for each travel day incurred. The ancillary costs are only calculated for consultant days with actually carried out business trips to destinations that are more than 50 km away from the company location of HR Tech Consulting.
(2) Printing and material costs (e.g. workshop material) will be charged at cost. All amounts do not include the applicable sales tax.
§ 8 Electronic invoicing
HR Tech Consulting is entitled to send invoices to the client in electronic form. The client expressly agrees to HR Tech Consulting sending invoices in electronic form.
§ 9 Duration of the contract
(1) The respective consulting contract ends with the completion of the project.
(2) Irrespective of this, the respective consulting contract can be terminated by either party at any time for important reasons without observing a period of notice. In particular, an important reason is
if a contractual partner violates essential contractual obligations - this includes in particular, although not exclusively, the violation of the customer's obligation to cooperate according to § 5, or
if a contractual partner defaults on payment after the opening of insolvency proceedings,
if there are legitimate concerns about the creditworthiness of a contractual partner for whom no insolvency proceedings have been opened and the contractual partner does not make any advance payments at HR Tech Consulting’s request nor provides suitable security before HR Tech Consulting’s performance and the poor financial situation was not known to the other contractual partner at the time the contract was concluded .
§ 10 right of retention; Record keeping
(1) Until his claims have been settled in full, the Contractor has a right of retention on the documents provided to him, the exercise of which is unfair if the retention would cause the Client disproportionately high damage that cannot be justified when both interests are weighed. Furthermore, the right of retention does not apply to undisputed or legally established counterclaims.
(2) After settlement of its claims from the contract, HR Tech Consulting has to hand over all documents that the client or a third party has handed over to him on the occasion of the execution of the order. This does not apply to correspondence between the parties and to simple copies or files of the reports, organization charts, drawings, lists, calculations, etc. produced as part of the order, provided the client has received the originals.
(3) HR Tech Consulting's obligation to store the documents expires six months after the written request for collection has been sent, otherwise three years, in the case of documents retained in accordance with Section 12 (1) five years after the end of the contractual relationship.
Section 11 Liability
(1) HR Tech Consulting is only liable for damages (partially) caused by it, its legal representative or its vicarious agents through slight negligence if and to the extent that 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 compliance with which the client may regularly rely. For the rest, HR Tech Consulting is only liable for damages if and to the extent that they were caused intentionally or through gross negligence by him, his legal representative or his vicarious agents. HR Tech Consulting's liability is always limited to such damage that it could reasonably have expected. These limitations of liability do not apply to culpable injuries 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. An individual case of damage is the sum of the claims for damages of all those entitled to claim, which result from an individual, chronologically related, definable and to this extent uniform service. If a significantly higher risk of damage is foreseeable, 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 of the recommendations contained within the scope of the services or in the working documents by the client.
(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 the event giving rise to the claim or should have become aware of it without gross negligence, but in any case within 5 years of the claim arising. The shortening of the limitation period does not apply in cases of gross negligence, intent or fraudulent intent. The right to plead the statute of limitations remains unaffected.
§ 12 Protection of Intellectual Property
(1) The client is responsible for ensuring that the reports, organization charts, drafts, drawings, lists, calculations, etc. produced by HR Tech Consulting as part of the order are only used for the contractually agreed purposes and are not reproduced or processed in individual cases without express consent , translated, reprinted, transmitted or distributed. The use of the consulting services provided for companies affiliated with the client requires an express written agreement.
(2) As far as work results are copyrightable, HR Tech Consulting remains the author. In these cases, the customer receives the right to use the work results, which is only limited by paragraph 1 sentence 1, otherwise unrestricted in terms of time and place, irrevocable, exclusive and non-transferable.
§ 13 Miscellaneous, Final Provisions
(1) Changes and additions to these conditions or the contract must be in writing or in text form and must be expressly marked as such. § 3 paragraph 4 remains unaffected.
(2) The law of the Federal Republic of Germany applies 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, provided the order was placed by an entrepreneur, a legal entity under public law or a special fund under public law
(3) The assignment of claims to which the client is entitled from the business relationship against HR Tech Consulting is excluded.
(4) The court at the company location of HR Tech Consulting is responsible for disputes arising from the business relationship with claims against merchants or legal entities under public law.
Monheim am Rhein, March 2021
HR Tech Consulting GmbH
D-40789 Monheim am Rhein
Telephone +49 (2173) 26 50 370