General conditions for consulting, version dated 01.08.2010

§ 1 Scope

1. These general conditions for consulting apply for contracts concerning the provision of advice and information by the contractor to the client in the planning, preparation and implementation of enterpreneurial or technical decisions and projects, especially in the following sectors:

   
   
   • Management / management consulting
   • Logistics
   • Data processing including the preparation of hard- and software
   • Selection decisions
   • Controlling
   • Administration and organisation
2. The terms and conditions of the client apply only if this has been expressly agreed in writing.

§ 2 Subject of agreement / scope of service

1. The subject of the assignment is the agreed consulting activity as described in the contract, not the achievement of a certain economic success or the creation of expertises or other documents. The services of the contractor are fulfilled when the necessary analyses, the resultant conclusions and recommendations have been developed and explained to the client. It is irrelevant whether or when the conclusions or recommendations are implemented.
2. Upon the client's request the contractor must provide information on the status of work of the assignment, respectively after completion of the assignment give account by means of a written report which includes the essential content of the process and result of the consulting activity. A separate agreement must be made if the contractor is required to create a comprehensive written report - especially if this is to be forwarded to third parties.
3. The contractor carries out all tasks with the greatest care and consistently with regard to the individual situation and requirements of the client.
4. The contractor is under obligation to reflect in the surveys and analyses the company's situation regarding the assignment correctly and completely. Data supplied by third parties or the client will only be checked for plausibility. The conclusions and recommendations drawn from the surveys are made to the best of knowledge and in compliance with the recognized rules of research and application. The representation of the recommendations is made in a comprehensible manner.
5. Unless otherwise agreed the contractor can enlist the services of expert sub-contractors to carry out the assignment, whereby remaining directly obligated towards the client. The contractor must employ for the assignment suitably trained personnel with the necessary specialist knowledge, providing these with guidance and monitoring their activities throughout the assignment. Furthermore it is at his discretion, which employees' services he enlists or replaces.

§ 3 Service changes

1. The contractor is obligated to fulfill the client's requests for changes as far as his operating capacity within reason allows, in particular with regard to workload and time scheduling.
2. If the examination of the possibilities of changes or the realisation of the requested changes should have an effect on the conditions of the contract, in particular on the efforts of the contractor or the schedule, the parties are to agree on a corresponding adjustment of the conditions of the contract; this applies especially to an increase in remuneration and re-scheduling of deadlines. Unless otherwise agreed, the contractor in this case carries out the work without consideration of the requested changes.
3. If an extensive examination of the additional expenditure is necessary, the contractor is entitled to demand a separate assignment for this. 
4. Changes and additions to the assignment must be in writing in order to be effective. The minutes of the relevant meetings or the status of the project are sufficient, if they have been signed by the authorized representative of both parties.

§ 4 Secrecy / privacy

1. The contractor is obligated to secrecy for an indefinite period regarding all information classified as confidential, or business and operating secrets of the client which have been disclosed to him in connection with the assignment. Such information may only be given to third parties who are not employed in the carrying out of the assignment if the client gives his written permission.
2. The contractor is to inform all persons who are employed by him for the assignment of their obligation to comply with this regulation.
3. The contractor is permitted to process person-related data entrusted to him for the purposes of the assignment, in compliance with data-protection regulations, either himself or by third parties.

§ 5 Cooperation duty of the client

1. The client is obligated to support the contractor within his power, and in his field of responsibility make the provisions which are necessary for the assignment to be carried out correctly; in particular he must make available in a timely manner all those documents which are necessary or relevant for the assignment.
2. Upon the contractor's request, the client must confirm in writing that all the documents he has provided are correct and complete - this also applies to information and verbal declarations he has given.

§ 6 Remuneration / Terms of payment / Offsetting

1. Remuneration for the services provided by the contractor is calculated based on the time expended for the activity (time fee), or agreed as a fixed sum. Remuneration based on the degree of success or solely upon success is strictly excluded. Unless otherwise agreed, the contractor is entitled, besides the fee, to the compensation of his expenses. Details of the terms of payment are laid down in the contract.
2. If in the case of long-term contracts the remuneration is calculated at cost, the prices contained in the contractor's valid price list prevail. This is provided to the client in each case. For contracts agreed in the last quarter of the year, the agreed prices also apply for the following year. Should the change in price considerably exceed the prices customary on the market, the client has the right to terminate the contract.
3. All demands are payable upon issue of the invoice, payment to be made immediately without deductions. The valid sales tax must be added to all prices and stated separately in the invoices.
4. Multiple clients (natural and / or juristic persons) are jointly and severally liable.
5. An offsetting against the contractor's demands for remuneration and reimbursement of expenses is only permissible for demands which are undisputed, legally established or ready for decision.

§ 7 Elimination of defects

1. If an improvement of the services is possible, the contractor will eliminate any defects for which he is responsible, as far as this is feasible at reasonable costs. The client must name any defects in writing without delay, at the latest however within 6 months after the services have been provided.
2. If the improvement is unsuccessful, the client is also entitled to reduce the remuneration or terminate the contract. If the work has been assigned by a company, a legal person under public law or a special fund under public law, the client is only entitled to terminate the contract if the provided service is of no interest for him due to the failure of the improvement.

§ 8 Protection of intellectual property

1. It is the client's responsibility to ensure that the reports, organisation plans, drafts, drawings, lists and calculations created by the contractor within the frame of the assignment are used solely for the purposes agreed in the contract and that these are only upon express permission in individual cases duplicated, processed, translated, re-printed, passed on or distributed. The provided consulting services may only be used for companies affiliated with the client if this is agreed expressly in writing.
2. As far as the results of the work are protectable by copywright, the contractor remains the author. The right received by the client in these cases to use the results of the work is restricted solely by paragraph 1, clause 1; it is furthermore without time or geographical constraints, irrevocable, exclusive and non-transferable.

§ 9 Obligation of loyalty

1. The parties mutually commit to loyalty. Information is exchanged reciprocally without delay regarding all conditions arising in the course of the project's implementation which may have an effect upon the processing activity.
2. It is prohibited especially to recruit or otherwise employ staff members or former staff members who are or were active within the frame of the assignment's implementation, before a period of twelve months after termination of the cooperation.
3. If the client has received any information that contractor's personnel who have been assigned with the work have plans to resign or otherwise change employment, the client must forward such information to the contractor without delay.

§ 10 Force majeure

1. Events of a force majeure which make the services considerably more difficult or temporarily impossible to carry out, entitle the corresponding party to postpone their performance for the duration of the impeding circumstance and a reasonable period to re-commence their activity. Industrial dispute and similar circumstances are equivalent to force majeure, as far as they are unpredictable, of severe effect and not through fault of the party. The parties inform each other without delay, if such circumstances arise.

§ 11 Termination

1. Unless otherwise agreed, the contract can be terminated with a period of 14 days to the end of the month. The right to extraordinary termination remains.
2. Termination must be made in writing in order to be effective.

§ 12 Right of retention / Keeping of documents

1. The contractor possesses the right of retention of the documents provided to him, until his claims have been fully settled; the exercise of this right however is a breach of trust, if such retention would cause an unproportionately high damage to the client, which after the consideration of the interests of both parties would be unjustifiable.
2. After settlement of his claims arising from the contract, the contractor must return all documents which the client or a third party has given to him in conjunction with the assignment. This does not apply to the correspondence between the parties and for simple transcripts of the reports, organisation plans, drawings, lists, calculations etc. created within the frame of the assignment, provided the client has received the originals.
3. The contractor's obligation to keep the documents expires six months after the written request for collection of these has been delivered, otherwise three years, for documents retained in accordance with § 12. 1. five years after termination of the contractual relationship.

§ 13 Miscellaneous

1. Rights arising from the contractual relationship with the contractor may only be assigned or transferred if this has been previously agreed in writing.
2. For all claims arising from the contract, only Federal German law applies.
3. Amendments and additions to these conditions or the contract must be made in writing and explicitly marked as such.
4. The place of jurisdiction for all disputes arising from the contract is the seat of the contractor, as far as the work has been assigned by a company, a legal person under public law or a federal special fund under public law.

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