General terms and conditions (GTC)
§ 1 Scope of validity
(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 subject of the order is the agreed consulting activity specified in the contract, not the achievement of a certain economic success or the preparation of expert opinions or other works. The services of HR Tech Consulting are rendered when the required 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) Upon 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 consulting. 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 in the surveys and analyses the situation of the company with regard to the question as correctly and completely as possible. 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 may use expert subcontractors for the execution of the order, whereby it shall always remain directly obligated to the client. HR Tech Consulting shall employ properly trained staff with the necessary expertise and shall supervise and control them continuously during the execution of the order. For the rest, he decides at his own discretion which employees he uses or replaces.
§ 3 Changes in performance; written form
(1) HR Tech Consulting is obligated to accommodate change requests of the client, provided that this is reasonable within the scope of its operational capacities, in particular with regard to effort and scheduling.
(2) Insofar as the examination of the possibilities for changes or the realization 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 of the remuneration and postponement of the deadlines. Unless otherwise agreed, in this case the Contractor shall carry out the work without taking the change requests into account until the contract is adjusted.
(3) If an extensive examination of the additional work 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 Confidentiality; data protection
(1) HR Tech Consulting is obligated for an unlimited period of time to maintain silence 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 duty 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 must be disclosed in state proceedings or for the enforcement of or defense 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 authorized, 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 Cooperation obligations of the customer
(1) The client is obligated to support HR Tech Consulting to the best of its ability and to create in its sphere of operation all conditions necessary for the proper execution of the order; in particular, the client must provide all documents necessary or significant for the execution of the order in a timely and complete manner.
(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) The client shall also inform HR Tech Consulting comprehensively about previously performed and/or ongoing consultations with reference to the subject matter of the order.
(4) The client shall ensure that its employees and the legally provided and, if applicable, established employee representation (works council) are already informed by HR Tech Consulting before the start of the activity.
§ 6 Honorarium
(1) The remuneration for the services of HR Tech Consulting shall be calculated according to the time spent on the activity (time fee) or agreed in writing as a fixed price. A fee payable 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 will receive a honorarium according to the agreement between the client and HR Tech Consulting. HR Tech Consulting is entitled to submit monthly interim invoices according to the progress of the work and to demand partial payments corresponding to the respective progress. The honorarium is due in each case with rendering of invoice 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. Diese ist dem Auftraggeber in Übereinstimmung mit § 2 Abs. 2 Ordinance on Information Obligations for Service Providers to be made available in each case. For contracts concluded in the last quarter, the agreed prices also apply to the following year. If the price change exceeds the customary market prices by more than an insignificant amount, the Customer may terminate the contract; Section 627 of the German Civil Code (BGB) shall remain unaffected.
(4) All claims shall become due upon invoicing and shall be 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 shall only be 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 out-of-pocket expenses incurred within the scope of the consulting assignment shall be reimbursed. Travel and incidental expenses required for project implementation will be charged at a flat rate of 12% of the respective daily rate for each day of travel incurred. The calculation of incidental expenses is made only for consultant days with actual business trips to destinations that are more than 50km 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 are subject to the addition of of the respectively valid 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 consulting agreement shall generally end upon completion of the project.
(2) Notwithstanding the foregoing, the respective consulting agreement may be terminated by either party at any time for good cause without notice. As an important reason is to be considered in particular,
if a contractual partner violates essential contractual obligations – this includes in particular, although not conclusively, the violation of the customer’s obligation to cooperate pursuant to § 5, or
if a contractual partner defaults on payment after insolvency proceedings have been opened,
if there are justified doubts about the creditworthiness of a contracting party about whom insolvency proceedings have not been opened and the contracting party, 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 contracting party at the time of conclusion of the contract. Translated with www.DeepL.com/Translator (free version)
§ 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 the Customer a disproportionately high loss 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 shall surrender 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, organization charts, drawings, lists, calculations, etc. made within the scope of the order, provided that the client has received the originals.
(3) HR Tech Consulting’s obligation to retain the documents shall expire six months after delivery of the written request for collection, otherwise three years in accordance with § 12 para. 1 retained documents five years after termination of the contractual relationship.
§ 11 Liability
(1) HR Tech Consulting shall be liable for damages caused by it, its legal representative or its vicarious agents due to slight negligence only if and to the extent that such damages 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 the compliance with which the client may regularly rely. In all other respects HR Tech Consulting shall only be liable for damages if and to the extent that they have been caused by it, its legal representative or its vicarious agents intentionally or by gross negligence. In this context, HR Tech Consulting’s liability is always limited to such damages as it could reasonably expect. 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 claim shall be deemed to be the sum of the claims for damages of all claimants arising from a single, temporally contiguous, delimitable and insofar uniform performance. If a substantially higher risk of damage is foreseeable, HR Tech Consulting is obliged to offer the client a higher liability sum, whereby it can adjust its remuneration accordingly.
(3) HR Tech Consulting is not liable for the improper application or implementation by the client of the recommendations contained in the scope of services or in the working documents.
(4) Claims for damages of 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 of it without gross negligence, in any case, however, within 5 years after the claim has arisen. The reduction of the limitation period shall not apply in cases of gross negligence, intent or fraudulent intent. The right to assert the defense of limitation shall remain unaffected.
§ 12 Protection of intellectual property
(1) The client warrants that the reports, organization charts, drafts, drawings, lists, calculations, etc. prepared 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 such cases, the Client shall receive the irrevocable, exclusive and non-transferable right of use to the work results, which shall only be restricted by paragraph 1, sentence 1, and shall otherwise be unrestricted 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 identified as such. § 3 para. 4 remains unaffected.
(2) 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, provided that 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 against HR Tech Consulting from the business relationship is excluded.
(4) The court at the place of business of HR Tech Consulting shall have jurisdiction for disputes arising from claims against merchants or legal entities under public law.
Monheim am Rhein, March 2021
HR Tech Consulting GmbH
D-40789 Monheim am Rhein
Phone +49 (2173) 26 50 370