Please also note our Professional standards.
§ 1 Scope
These General Terms and Conditions of Consulting shall apply to contracts between management consultants or management consulting (hereinafter collectively referred to as “Contractor”) and their clients, the subject of which is the provision of advice and information by the Contractor to the Client in the planning, preparation and implementation of entrepreneurial or professional decisions and projects in the following areas, unless otherwise agreed in writing:
Corporate Governance/Management Consulting
Company succession/company valuation
Human resources and social services
Marketing and sales
Technology and logistics
Data processing including the preparation of hardware and software selection decisions.
Finance and accounting
Management and organization
Foreign trade (export/import)
and the like.
These terms and conditions of the order shall take precedence over any terms and conditions of business or purchase of the customer. 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
Details of the order, such as the task, duration, fee, etc., shall be regulated in a separate written contract (order).
The object 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 Contractor shall not assume any management tasks in connection with its performance. The services of the Contractor shall be deemed to have been rendered when the necessary investigations, analyses and the resulting conclusions have been worked out with the Client. It is irrelevant whether or when the conclusions or recommendations are implemented by the client.
Upon the Customer’s request, the Contractor shall provide information on the status of the execution of the order or, after the execution of the order, give an account in the form of a written report which reflects the essential content of the course and result of the consultation. If the Contractor is to prepare a comprehensive written report, in particular for submission to third parties, this must be agreed separately.
The Contractor shall perform all work with the utmost care, in compliance with the professional principles of the Bundesverband Deutscher Unternehmensberater BDU e.V. (Federal Association of German Management Consultants) and always with regard to the individual situation and the needs of the Client.
The contractor is obliged to reflect the situation of the company in the surveys and analyses correctly and completely with regard to the question. 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 in accordance with the recognized rules of science and practice. The recommendations are presented in an understandable and comprehensible manner.
Unless otherwise agreed, the Contractor may use expert subcontractors for the execution of the order, in which case it shall always remain directly obligated to the Client. The Contractor shall employ expert personnel with the necessary technical knowledge and shall continuously supervise and control them during the execution of the order. For the rest, he decides at his own discretion which employees he uses or replaces.
§ 3 Reporting and oral information
Insofar as the Contractor has to present results in writing within the scope of the processing of the order, this written presentation alone shall be authoritative. Drafts of written representations are not binding. Unless otherwise agreed, oral statements and information provided by the Contractor shall only be binding if confirmed in writing. Declarations and information of the contractor outside of the placed order are always non-binding.
§ 4 Changes in performance
The Contractor shall be obligated to accommodate requests for changes by the Customer to the extent that this is reasonable for it within the scope of its operational capacities, in particular with regard to the effort and scheduling of the current commissioning.
Insofar as the examination of the change options or the realization of a change request has an effect on the contractual conditions, in particular on the Contractor’s effort or the adherence to deadlines, the Contractor may demand an appropriate adjustment of the contractual conditions, in particular the of the contractual conditions, in particular an increase of the remuneration or a postponement of the deadlines.
In this case, the Contractor shall perform the work without taking into account the requests for changes until the terms of the contract are adjusted.
If the Contractor’s inspection necessitates additional expenditure, the Contractor may request a separate assignment for this purpose in written or verbal form.
Changes and additions to the order must be made in writing to be effective. Verbal agreements that are recorded and document the content of the verbal agreement by e-mail or fax do justice to this and are therefore binding.
§ 5 Duty of confidentiality/data protection
The Contractor shall be obligated for an unlimited period of time to maintain secrecy about all information designated as confidential or business and trade secrets of the Customer that become known to it in connection with the order. The transfer to third parties not involved in the execution of the order may only take place with the written consent of the client.
The Client agrees that when placing an order, information or business and trade secrets, personal data of himself or/and data of the employees may be stored in connection with the respective order. In accordance with § 15 DSGVO, the client is entitled to request comprehensive information about the stored data at any time and to demand deletion in accordance with § 17 DSGVO.
The Contractor shall undertake to obligate all persons employed by it for the execution of the order in writing or orally to comply with this provision.
The Contractor is authorized, within the scope of the purpose of the order, to process the personal data entrusted to it or to have it processed by third parties in compliance with the data protection provisions. The Contractor undertakes to comply with the data protection regulation of the EU-DSGVO. As a precaution, the Contractor shall inform the Client that data processing is permissible pursuant to Article 6 DSGVO.
§ 6 Obligations of the Customer to Cooperate
The client is obliged to cooperate as far as it is necessary for the proper completion of the order. In particular, he shall provide the Contractor, without being requested to do so, with all documents and information necessary or significant for the execution of the order in a timely manner and shall support the Contractor by informing him of all processes and circumstances in his sphere of operation which are necessary for the proper execution of the order. The same shall apply to the provision of information on all processes and circumstances which may be of significance for the execution of the order. This shall also apply to documents and other information, processes and circumstances that only become known during the Contractor’s activities. The Client is obliged to take note of all written and verbal communications from the Contractor and to consult with the Contractor in case of doubt.
At the request of the Contractor, the Customer shall confirm in writing the correctness and completeness of the documents submitted by it as well as its information and verbal statements.
If the Customer fails to perform any of the duties set forth in § 6 para. 6.1 to 6.2 or otherwise incumbent on him to cooperate or if he defaults in accepting the service offered by the Contractor, the Contractor shall be entitled to terminate the contract without notice (cf. § 13). The Contractor’s claim to compensation for the additional expenses incurred by it as a result of the Customer’s delay or failure to cooperate and for the damage caused shall remain unaffected, even if the Contractor does not exercise its right of termination.
§ 7 Remuneration/Conditions of Payment/Compensation
Unless otherwise agreed, the Contractor shall be entitled to reimbursement of expenses in addition to the fee. The fee for the consulting services of the Contractor shall be calculated according to the time spent on the activity in 5-minute intervals (time fee), an invoice shall always be made for every 5 minutes of work performed or part thereof. A fee payable according to the degree of success or only in the event of success is generally excluded, but may be agreed with the client in the event of exceptions. Details of the method of payment are regulated in the contract.
Insofar as longer-term contracts are invoiced on a time and material basis, the Contractor’s current price list shall apply. For contracts concluded in the last quarter, the agreed prices also apply to the following year. If the price change exceeds the usual market prices not only insignificantly, the customer may terminate the contract.
All claims are due upon invoicing and are payable immediately without deductions. The statutory value added tax shall be added to all price quotations and shown separately in the invoices.
Several clients (natural persons and/or legal entities) are jointly and severally liable.
A set-off against claims of the Contractor for remuneration and reimbursement of expenses shall only be permissible with undisputed or legally established claims. Unless otherwise agreed, the Contractor’s services shall be invoiced and charged on a monthly basis.
§ 8 Removal of defects
Insofar as the services are capable of being rectified, the Contractor shall rectify any defects for which it is responsible, insofar as this is possible for it at a reasonable cost.
Only in the event of failure, omission or unjustified refusal, unreasonableness or impossibility of subsequent performance may the Client reduce the remuneration or withdraw from the order; if the order has not been placed by a consumer, the Client may only withdraw from the contract due to a defect if the service provided is of no interest to him due to failure, omission, unreasonableness or impossibility of subsequent performance. Insofar as claims for damages exist beyond this, § 9 shall apply.
The customer shall assert any defects in writing without delay. Claims under para. 1, which are not based on an intentional act, shall become statute-barred at the latest within 6 months after performance of the service.
Obvious inaccuracies, such as typing errors, calculation errors and formal defects contained in a professional statement (report, expert opinion and the like) of the Contractor may be corrected by the Contractor at any time, also vis-à-vis third parties.
§ 9 Liability
The Contractor shall be liable to the Client, irrespective of the legal grounds, for any damage caused by him or his employees intentionally or through gross negligence.
Liability for slight negligence exists only in the case of breach of essential contractual obligations. In this case, liability for damages not typical for the contract is excluded. For a single claim, it is limited to a maximum of €500 thousand. Euro limited. A single claim shall be deemed to be the sum of the claims for damages of all beneficiaries resulting from a single, temporally contiguous, delimitable and insofar uniform performance. If a significantly higher risk of damage is foreseeable, the Contractor shall be obliged to offer the Client a higher liability sum, and the Contractor may adjust its remuneration accordingly.
Contractual claims for damages by the Customer against the Contractor shall become time-barred 2 years after the claim arises.
§ 10 Protection of intellectual property
The Client shall ensure that the reports, organization charts, drafts, drawings, lists and calculations prepared by the Contractor within the scope of the order are only used for the contractually agreed purposes and are not published without express consent in the individual case. The disclosure of the work results or excerpts of work results – whether in draft or final version or the information about the activities of the Contractor for the Client to a third party – requires the written consent of the Contractor. The use of the consulting services provided for companies affiliated with the client also requires a separate written agreement.
Insofar as work results are copyrightable, the Contractor shall remain 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.
§ 11 Duty of loyalty
The parties undertake to be loyal to each other. They inform each other mutually about all circumstances that may occur in the course of the project execution and influence the processing.
In particular, the hiring or other employment of employees or former employees who are or were active within the scope of the execution of the order is to be refrained from before the expiration of 12 months after the termination of the cooperation.
The Client undertakes to immediately inform the Contractor of any intentions to terminate or change the Contractor’s employees employed to perform the order.
§ 12 Force majeure
Events of force majeure which make performance substantially more difficult or temporarily impossible shall entitle the respective party to postpone performance of its obligation for the duration of the hindrance and a reasonable start-up period. Industrial disputes and similar circumstances shall be deemed equivalent to force majeure insofar as they are unforeseeable, serious and not the fault of the Supplier. The Parties shall immediately notify each other of the occurrence of such circumstances.
§ 13 Termination
Unless otherwise agreed, the order may be terminated with 14 days’ notice to the end of the month. The right to extraordinary termination remains unaffected. The termination must be in writing to be effective.
§ 14 Right of Retention/Retention of documents
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 Client disproportionately high damage that cannot be justified when considering both interests.
After settlement of its claims under the contract, the Contractor 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 shall not apply to correspondence between the parties and to simple copies of reports, organization charts, drawings, lists, calculations, etc. made within the scope of the order, provided that the Client has received the originals.
The Contractor’s obligation to keep the documents shall expire six months after delivery of the written request for collection, otherwise three years, in the case of documents kept in accordance with para. 1 retained documents five years after termination of the contractual relationship.
§15 Electronic communication
Communication between the Contractor and the Client may also take place by e-mail. Insofar as the Client does not wish to communicate by e-mail or has special security requirements, such as the encryption of e-mails, the Client shall inform the Contractor accordingly in text form.
§ 16 Miscellaneous
Rights arising from the contractual relationship with the Contractor may only be assigned with prior written consent.
The law of the Federal Republic of Germany shall apply exclusively to all claims arising from the contract.
Amendments and supplements to these terms and conditions or the contract must be made in writing, to § 4 para. 4.3 is referred to, and must be expressly marked as such.
The place of jurisdiction for all disputes arising from the contract shall be the Contractor’s registered office, provided that the order was placed by a registered trader within the scope of his commercial business, a legal entity under public law or a special fund under public law.