General Terms and Conditions

General terms and conditions for consulting services
General terms and conditions for conferences and workshops
General terms and conditions for reports and market studies

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

General Terms and Conditions for Conferences and Workshops

1. SCOPE, DEFINITIONS, REGISTRATION FOR THE EVENT

1.1 These General Terms and Conditions (GTC) apply to all contracts for participation in conferences and workshops (hereinafter referred to as “Events”) concluded between the contractual partner, nova-Institut GmbH, Chemiepark Knapsack, Industriestr. 300, 50354 Hürth (hereinafter referred to as “we” or “nova-Institut”) and the “Participant”. Deviating or supplementary general terms and conditions of the Participant shall not apply, even if we do not expressly object to their application.

1.2 Participants may be “Consumers” or “Entrepreneurs”. Some provisions of these GTC only apply to Consumers, others only to Entrepreneurs.

“Consumer” shall mean any natural person who concludes a legal transaction for purposes which cannot mainly be attributed to either his commercial or his self-employed professional activity (Section 13 of the German Civil Code (Bürgerliches Gesetzbuch)).
“Entrepreneur” shall mean a natural or legal person or a partnership with legal capacity, which acts in the scope of its commercial or independent professional activity when concluding a legal transaction (Section 14 of the German Civil Code).

1.3 The registration for participation in the Event is made via the data form on the Event website. The Participant has the option of saving and/or printing the text of these GTC on the Event website at any time. The contract language is English.

1.4 The registration is confirmed by the electronic transmission of the invoice. Upon receipt of the invoice, the contract for participation in the Event is concluded.

2. SUBJECT OF THE CONTRACT, CHANGES TO THE EVENT

2.1 Participation in the Event is only possible if payment has been received no later than three (3) days prior to the opening of the Event. On-site registrations are not possible.

2.2 Program changes, in particular changes in the schedule of Events, do not entitle the Participant to revoke the contract.

2.3 We are entitled to cancel the Event at any time for good cause (e.g. in cases of force majeure, too few participants, etc.). In such a case, the Participant will be informed immediately of the cancellation and the advanced participation fee will be refunded. Further claims of the Participant, in particular for damages, are excluded in this context.

3. PRICES AND PAYMENTS, DEFAULT OF PAYMENT, RIGHT TO SET-OFF

3.1 The participation fee applies per person and per Event date and is exclusive of statutory VAT. The services included can be found in our description on the conference website. Further services are not included in the participation fee.

3.2 Payments can be made via credit card (Visa, EuroCard/MasterCard) or upon prior agreement via advance payment by invoice.

3.3 Unless otherwise agreed, if payment is made by invoice, the participation fee will be due within 14 days following the date of invoice without any deduction.

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

3.5 If the Participant 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 Participant.

3.6 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.

4. CANCELLATION

4.1 The Participant has the option of irrevocably cancelling participation in the Event before it begins (hereinafter referred to as “Cancellation”). The Cancellation must be made in writing.

4.2 If we receive the cancellation notice no later than 14 days before the opening of the Event, no cancellation fee will be charged.

4.3 If we receive the cancellation notice within less than 14 weekdays prior to the opening of the Event, a cancellation fee of 50% of the agreed participation fee will be charged. In such a case, we will furthermore deduct the value of the saved expenses as well as those benefits which we obtain from the freed participation opportunity.

4.4 A Cancellation on the day of the Event or afterwards is excluded.

4.5 Should the Participant have already paid in advance in cases of 4.2 and 4.3, we will refund any overpaid amounts.

5. LIABILITY

5.1 The presentations will be held by carefully selected and qualified speakers. However, we do not guarantee the accuracy, currency or completeness of the information presented by the speakers.

5.2 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).

5.3 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 Participant regularly trusts and may trust. In this case, however, our liability is limited to the total amount of the respective participation fee. Any further liability is excluded.

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

5.5 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.

5.6 In the event of a delay or non-performance of our deliveries and 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 Participant 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. COPYRIGHTS

6.1 The documents handed over to the Participant by us or the speakers during the Event are protected by copyright. Intellectual property rights, copyright and other protective notices may neither be removed nor violated in any other way.

6.2 Any reproduction, transmission or other use of the materials provided – even in extracts – is only permitted with our express written consent.

6.3 Violations of the provisions mentioned in 6.1 and 6.2 constitute a breach of law which can be subject to both civil and criminal prosecution.

7. CONSUMER’S RIGHT OF WITHDRAWAL

7.1 Right of Withdrawal

If you are a Consumer, you have the right to withdraw from this contract within fourteen (14) days without giving reason.

The revocation period is fourteen (14) days from the date of conclusion of the contract. In order to exercise your right of withdrawal, you must inform us of your decision to withdraw from this contract by means of a clear declaration (e.g. a letter sent by post, fax or e-mail). You can use the attached model revocation form, which is, however, not mandatory.

In order to comply with the withdrawal period, it is sufficient that you send the notification of the execution of the right of withdrawal before expiry of the withdrawal period.

7.2 Effects of Withdrawal

If you withdraw from this contract, we shall repay to you all payments received from you immediately and no later than fourteen days from the date on which we received notification of your withdrawal from this contract. We will use the same means of payment used by you in the original transaction for such refund, unless expressly agreed otherwise with you and in no event will you be charged for such refund.

If you have requested that the services commence during the withdrawal period, you shall pay us a reasonable amount equal to the proportion of the services already performed by the time you notify us of the execution of the right of withdrawal in respect of this contract in relation to the total services provided for in the contract.

8. NOTICE TO CONSUMERS

8.1 The European Commission provides a platform for non-judicial online dispute resolution, which can be accessed at https://ec.europa.eu/consumers/odr. Our e-mail address is: [email protected].

8.2 Information on consumer dispute resolution according to Section 36 of the German Consumer Dispute Resolution Act (Verbraucherstreitbeilegungsgesetz):

We shall not participate in or be obliged to participate in any dispute resolution proceedings before a consumer arbitration body within the meaning of the German Consumer Dispute Resolution Act.

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

9.1 We refer you to our data protection regulations, available on the conference website.

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

9.3 Hürth is agreed as the place of performance.

9.4 If the Participant 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 Participant is in Hürth.

9.5 These GTC are subject to German law. With respect to a Consumer, this choice of law shall only apply insofar as it does not restrict any mandatory legal provisions of the state in which the Consumer is domiciled or habitually resident.

Version: 23 January 2019

General Terms and Conditions for Online Orders

1. SCOPE, DEFINITIONS, EXCLUSIVE CLAUSE

1.1 These General Terms and Conditions (GTC) apply to all contracts for the purchase of studies and proceedings (hereinafter referred to as “Products”) offered in the e-commerce section of the internet presence at http://renewable-carbon.eu/, which are concluded between the contractual partner, nova-Institut GmbH, Chemiepark Knapsack, Industriestr. 300, 50354 Hürth (hereinafter referred to as “we” or “nova-Institut”) and the “Customer”. Deviating or supplementary general terms and conditions of the Customer shall not apply, even if we do not expressly object to their application.

1.2 “Customers” are exclusively entrepreneurs. “Entrepreneur” shall mean a natural or legal person or a partnership with legal capacity, which acts in the scope of its commercial or independent professional activity when concluding a legal transaction (Section 14 of the German Civil Code (Bürgerliches Gesetzbuch)).

2. CONCLUSION OF THE CONTRACT IN CASE OF ONLINE ORDERS

2.1 Prices and study descriptions, which we state in flyers or similar information material, do not represent a legal offer and are only to be understood as an invitation to the Customer to make a binding offer for the conclusion of a sales contract including these GTC.

2.2 The sales contract between the Customer and us is concluded when we accept the offer made by the Customer when placing the order. If acceptance is not expressly declared, provision of the product description shall be considered as acceptance. Confirmation of receipt of the order shall not be considered as acceptance.

2.3 Deviating from the above provision, the sales contract is concluded upon receipt of payment if the Customer chooses advance payment.

2.4 When retrieving a product and upon payment of the contractually owed payment, the Customer is given the opportunity by e-mail to download the study as a password-protected file in PDF-format.

3. PRICES AND PAYMENT, DEFAULT OF PAYMENT, RIGHT TO SET-OFF

3.1 Unless otherwise agreed, our net prices valid at the time of conclusion of the contract plus the statutory VAT shall always apply.

3.2 Payments can be made via credit card (Visa, EuroCard/MasterCard) or upon agreement via advance payment.

3.3 Unless otherwise agreed, services are payable within 14 days following the date of invoice without any deduction.

3.4 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.

3.5 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.

4. WARRANTY

4.1 The Products we offer are based on information from reputable primary and secondary sources. However, we do not guarantee the accuracy, currency or completeness of the information presented. The Products serve to inform the Customer and are not to be considered legal or financial advice.

4.2 We shall be liable for defects in accordance with the following provisions:

Claims due to defects for deliveries and services are subject to a limitation period of one year from delivery or acceptance, if such acceptance is agreed. This limitation shall not apply if we have caused or concealed a defect with intent or gross negligence or if an injury to life, body or health occurs due to a defect caused by simple negligence; in such cases the statutory limitation periods shall apply.
The defect shall be remedied at our discretion by either correcting the defect, substitute delivery or new production of a defect-free product, provided that this new production is not associated with disproportionate costs. If the defect is not remedied within a period to be set for us or if subsequent performance is impossible, the Customer may exercise his statutory rights.

5. LIABILITY

5.1 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).

5.2 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 value of the product purchased.

5.3 Any further liability is excluded.

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

5.6 In the event of a delay or non-performance of our deliveries and 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. RIGHTS OF USAGE

6.1 When acquiring digital content via the internet presence at http://renewable-carbon.eu/, the Customer may use the retrieved text exclusively for his own use. He does not acquire the right to publish the retrieved text. In particular, subject to the provision in 6.2, the Customer is also not entitled to reproduce, modify, distribute, add to, permanently store, in particular to use for the construction of a database, or, insofar as the Customer did not act for a client, to transmit to third parties the texts retrieved or printed out by him in whole or in part. All rights, in particular the copyrighted rights of usage and exploitation of the provided texts are exclusively ours in relation to the Customer.

6.2 We offer our studies in two different licence forms:

Single-Site-Licence: Up to five (5) users of the Customer can access the study within one location for their own operational purposes.
Enterprise-Licence: The Customer and all subsidiaries can access the study at all company locations for their own operational purposes.

Any other use is prohibited.

6.3 Intellectual property rights, copyright and other protective notices contained in the text documents may neither be removed nor violated in any other way. Such violations represent a violation of the law which can be persecuted under civil and criminal law.

6.4 If the Customer revokes the contract after receipt of the object of sale, he must irrevocably delete or remove all text files and destroy all physical copies of the same (e.g. printouts in paper form) and give us a written declaration of this.

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

7.1 The Customer can view our data protection regulations at http://renewable-carbon.eu/publications/dpr.

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

7.3 Hürth is agreed as the place of performance.

7.4 The place of jurisdiction for all disputes arising from the business relationship between us and the Customer is in Hürth.

7.5 These GTC are subject to German law excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

Version: 18 January 2019