General Terms and Conditions for Consulting Services of nova-Institut für politische und ökologische Innovation GmbH

1. SCOPE, DEFINITIONS, EXCLUSION CLAUSE

1.1. These General Terms and Conditions (GTC) apply to all contracts for consulting services (hereinafter referred to as “Assignments”) concluded between the contractual partner, nova-Institut für politische und ökologische Innovation GmbH, Chemiepark Knapsack, Industriestr. 300, 50354 Hürth (hereinafter referred to as “we”) and entrepreneurs within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch), a legal entity under public law or a special public fund (öffentlich-rechtliches Sondervermögen) (hereinafter referred to as “Customer”).

1.2. Our GTC shall apply exclusively. We will not accept terms and conditions of the Customer that conflict with, differ from or supplement our own terms and conditions unless we have given our express written consent thereto.

2. CONCLUSION AND CONTENT OF CONTRACT, OBLIGATIONS OF THE CUSTOMER TO CONTRIBUTE

2.1. Our offers are subject to confirmation and non-binding, unless they are expressly marked as binding or contain a definite acceptance period. The Customer must notify us of any obvious errors (such as typographical or arithmetical errors) and omissions in our offers, including all documents associated therewith, so that they can be corrected and/or completed before acceptance; otherwise the contract will be deemed not to have been concluded.

2.2. The Customer’s order must be made in writing (fax or e-mail with scanned PDF attachment is sufficient, a mere e-mail (text form) is not).

2.3. Within the scope of the Assignment we act in an advisory capacity, i.e. we provide advice and information on (corporate) strategic issues as a service. In case of services to be rendered by us, no specific success or a specific result beyond the consulting service is owed. The client is solely responsible for the assessment of the entrepreneurial expediency and the entrepreneurial implementation. We do not owe a legal review.

2.4. We are entitled to perform the services through carefully selected subcontractors.

2.5. The scope of the Assignment shall be based on the written agreement reached between the parties. Amendments and/or extensions to the originally agreed Assignment must be recorded in writing in an additional agreement, taking into account the additional work involved.

2.6. The Customer shall provide us with all documents, information, etc. necessary for the execution of the order in a timely, complete and free of charge manner. Upon request, the Customer shall confirm to us in writing the accuracy and completeness of the documents and the verbally provided information. Consultation errors based on information not provided or not provided correctly shall be borne by the Customer.

3. DELIVERY, TIME OF PERFORMANCE

3.1. All delivery and performance dates stated in our offer are only approximate.

3.2. The observance of time periods for our services presupposes the timely receipt of all documents to be supplied by the Customer, the provision of contributing services as well as the observance of the agreed terms of payment and other obligations. If these conditions are not fulfilled in time, our performance periods shall be extended accordingly.

3.3. If we are unable to meet delivery or performance periods or dates, we shall inform the Customer thereof without undue delay and at the same time inform the Customer of the expected new period or date.

3.4. Any rights due to delayed delivery or performance can only be asserted by the Customer after unsuccessful warning with an appropriate deadline.

3.5. Partial deliveries and partial services are tolerated to a reasonable extent and can be invoiced as such.

4. REMUNERATION, TERMS OF PAYMENT, DEFAULT, RIGHT TO SET-OFF

4.1. The remuneration is agreed individually and in writing between the parties for each order.

4.2. In addition to the agreed remuneration, we may demand reimbursement of travel expenses, unless expressly agreed otherwise in writing.

4.3. The remuneration is due for payment upon invoicing. Unless otherwise agreed, 50 % of the agreed remuneration shall be due upon placement of the order or start of the project and 50 % upon completion of the project.

4.4. The (proportionate) remuneration is due within 14 days of the invoice date and receipt of the invoice without any deduction.

4.5. In the event of default of payment, we may demand the statutory default interest rate. We reserve the right to claim higher default damages.

4.6. If the Customer is in default of payment, we can use a debt collection agency to collect our open claims after unsuccessful warnings. The collection costs shall be borne by the Customer.

4.7. Irrespective of provision 4.3, we shall be entitled to demand reasonable advance payments. In the event of default of payment with regard to an advance invoice despite a reasonable deadline, we shall be entitled to refuse further execution of the contract.

4.8. The set-off against a claim is only permitted if the respective counterclaim has been confirmed by final decision of a competent court and/or is not disputed by us.

5. TERMINATION OF ASSIGNMENTS

5.1. The Assignment ends with the completion of the project. Requests made by the Customer after completion of the project shall be remunerated separately.

5.2. The right of both parties to regularly terminate the contract is excluded. This shall not affect the right to terminate for good cause.

5.3. For us, a good cause exists in particular if

  • the Customer does not fulfil the necessary obligations to contribute despite being requested to do so;
  • the Customer tries to entice away our employees;
  • the Customer does not pay a due invoice within a reasonable period despite a warning notice
  • and we cannot reasonably be expected to continue the contract until the originally agreed termination, taking into account all circumstances of the individual case and after consideration of the interests of both parties.

5.4. Any notice of termination must be made in writing (fax or e-mail with scanned PDF attachment is sufficient, a mere e-mail (text form) is not).

6. LIABILITY, WARRANTY

6.1. Our consultations are based on our previous experience. All consultations, in particular market and trend analyses and forecasts, are carried out to the best of our knowledge and belief on the basis of the current state of knowledge as well as current research and surveys. Our information and advice does not release the contractual partner from the obligation to carry out his own tests and trials. The contractual partner is responsible for observing legal and official regulations when using our data and products.

6.2. We shall be liable in accordance with the statutory provisions in the event of intent, gross negligence, culpable injury to life, body or health, assumption of a guarantee or a procurement risk and in the event of liability under the German Product Liability Act (Produkthaftungsgesetz).

6.3. We shall also be liable in the event of a simply negligent breach of material contractual obligations, i.e. obligations the fulfilment of which is essential to the proper performance of the contract and the observance of which the Customer regularly trusts and may trust. In this case, however, our liability is limited to the total amount of the respective Assignment value.

6.4. Any further liability is excluded.

6.5. The above provisions shall also apply if damage is caused by our bodies, legal representatives, employees or other vicarious agents.

6.6. Insofar as our liability is excluded or limited in accordance with the above provisions, this shall also apply to the personal liability of our bodies, legal representatives, employees and other vicarious agents.

6.7. In the event of a delay or non-performance of our services, we shall also not be liable if this delay was caused by events which we could not otherwise have influenced with reasonable effort. This applies in particular in cases of force majeure (e.g. war, public measures as well as operational disruptions not caused by our fault) and other events or circumstances which are beyond our control and which we cannot prevent with reasonable care. We will immediately inform the Customer of the existence of such an event and take appropriate measures to keep the period of the event and its effects as limited as possible.

6.8. Insofar as the Customer can assert warranty rights, these are subject to a limitation period of one year.

7. USAGE AND COPYRIGHTS

7.1. We grant the Customer an exclusive right of use, unlimited in time and space, to the work results achieved by us on the basis of the respective order. The work results may only be used by the Customer within the scope of the purpose of the order and may not be made accessible to third parties outside the purpose of the contract.

7.2. The documents and records, analyses and other materials (hereinafter referred to as “Materials”) provided by us to the Customer in connection with the order are protected by copyright and are intended exclusively for the Customer’s own use within the scope of the contract.

7.3. Any reproduction, transmission or other use of the Materials provided is only permitted with our express written consent and can be persecuted under civil and criminal law.

8. CONFIDENTIALITY, DATA PROTECTION

8.1. The parties undertake to maintain confidentiality with regard to all confidential procedures which come to their knowledge through and in connection with the execution of the Assignment, in particular the business or company secrets of the other party, and not to pass these on to third parties or otherwise exploit them. In cases of doubt, the parties are obliged to ask the other party for its consent prior to such disclosure.

8.2. The parties shall not be obligated to maintain confidentiality with respect to any information that becomes public knowledge, is disclosed by a third party without breach of any confidentiality obligation to the party concerned or is required to be disclosed by public or statutory obligations.

8.3. The parties are obliged to the respective other party to comply with the applicable data protection and data security regulations. Insofar as the execution of the Assignment includes the processing of personal data by us, we shall comply with the applicable data protection regulations.

9. SEVERABILITY, PLACE OF PERFORMANCE, PLACE OF JURISDICTION, GOVERNING LAW

9.1. Should any of the above provisions be or become void, this shall not affect the validity of the remaining provisions.

9.2. Hürth is agreed as the place of performance.

9.3. If the Customer is a merchant (Kaufmann within the meaning of Sections 1 et seq. German Commercial Code (Handelsgesetzbuch)), a legal entity under public law or a special public fund (öffentlich-rechtliches Sondervermögen) or has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all disputes arising from the business relationship between us and the Customer is in Hürth.

9.4. These GTC are subject to German law.

Version: 18 January 2019