GENERAL TERMS AND CONDITIONS

I. Validity of these terms and conditions


1. Subject to deviating agreements in individual cases, contracts with us are concluded exclusively in accordance with the following terms and conditions; by placing the order, the customer declares his agreement with our terms and conditions. Conflicting or deviating terms and conditions of the customer shall only be binding for us if we have acknowledged them in writing. Our terms and conditions shall also apply if we perform our services without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.

2. These General Terms and Conditions shall apply to all our services, irrespective of whether they relate to the fulfillment of primary or secondary obligations. Our terms and conditions shall also apply to all future business relationships with entrepreneurs and legal entities under public law.


II Conclusion of contract



A contract with us shall only be deemed to have been concluded when the customer accepts our offer without reservation or receives our written order confirmation or when we begin to perform the service. If we issue a written order confirmation, this shall be decisive for the content and scope of the contract, unless expressly agreed otherwise.


III Type of service


We provide contractual services. Unless expressly agreed, no specific success is owed. In particular, unless expressly agreed, we are not liable for the correctness of any advice or recommendation.


IV. Execution of the order, replacement of the contractual partner


Irrespective of our continuing responsibility for the fulfillment of contractually owed services, we are entitled to involve third parties in the fulfillment of the contract after prior consultation with the client. If employees whose deployment has been contractually agreed are prevented for reasons for which we are not responsible, we may replace them with other suitable employees.

V. Mutual consideration, obligations to cooperate


1. The success of our service regularly requires close cooperation between the customer and us. The contracting parties therefore undertake to show mutual consideration, to provide comprehensive and immediate information and to take the precaution of warning of risks and protection against disruptive influences, including from third parties.


2. We are not obliged to check data, information or other services provided by the customer for completeness and correctness, unless there is reason to do so, taking into account the circumstances of the individual case.


VI Rights of use/third party rights


1. We shall endeavor to provide services free of third-party property rights. Before using the work results, however, the customer shall be responsible for checking that they are free of industrial property rights. Should there be any indication that third-party rights are affected, we shall inform our customer immediately.

2. To the extent that we develop work results that are subject to intellectual property rights, we grant the customer non-exclusive rights of use, unlimited in time and space, unless expressly agreed otherwise in the contract. 

 

3. Regardless of the extent of the transfer of rights to the customer, we are permitted, after consultation with the client, to use ideas, mere concepts, and acquired knowledge for further developments and services for other customers. 

 

VIII. Payments

 

Our invoices are payable without discount and free of charge within 14 days of receipt of the invoice. 

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IX. Provision of services to competing customers, right of termination without notice in the event of irresolvable conflicts of interest 

 

1. Unless expressly agreed otherwise in the contract, we do not rule out providing services to competitors of a customer. If we or the customer see conflicts of interest here, they will be deemed resolved by taking appropriate measures at our discretion (e.g., establishing Chinese walls, i.e., organizational and personnel separation of the areas involved in the provision of services).

2. In the event that, in our opinion, a conflict of interest threatening or arising from advising a competitor of the customer cannot be resolved or cannot be resolved to everyone's satisfaction, we shall have the right to terminate the contract with due notice, subject to the statutory notice periods (Section 621 of the German Civil Code). 

 

X. Confidentiality, Disclosure of the Customer's Name for Reference Purposes 

 

We assure the customer that we will treat all information provided to us by the customer confidentially, provided the customer expressly requests this or the purpose of the contract requires it. This also applies to the content of our contractual relationship with the customer. The customer agrees to be named as our customer for reference purposes to third parties. This applies in particular to our annual reports.

XI. Contract Term, Termination 

 

Unless expressly agreed otherwise, contracts concluded with us have a term of one year. The contract will automatically be extended by one year after the expiration of the respective term unless terminated in writing by us or the customer at least three months before the expiration of the initially agreed or automatically extended term. Furthermore, ordinary termination is excluded. The right of termination under Section VIII, Paragraph 2 remains unaffected. 

 

XII. Liability 

 

We are only liable for damages in accordance with the following provisions: 

1. We are liable for any intentional or grossly negligent breach of duty. In cases of simple negligence, we are only liable for breaches of essential contractual obligations. 

 

2. In cases of simple negligence, our liability for damages is limited to compensation for the foreseeable damage typical for the contract. For financial losses, a maximum limit of €100,000.00 applies per claim, and for property damage, a maximum limit of €500,000.00 applies per claim. Otherwise, liability for property damage and financial losses is excluded. 

 

3. Liability for damages resulting from injury to life, body, or health, as well as liability under a guarantee, remain unaffected by the above liability provisions. 

 

4. To the extent that our liability for damages is excluded or limited according to the above provisions, this also extends to the personal liability of our executive bodies, employees, and other staff, representatives, and vicarious agents, and also applies to all claims arising from tort (§§ 823 et seq. of the German Civil Code). 

 

XIII. Limitation Period 

 

Contractual claims by entrepreneurs due to a breach of duty based on slight negligence expire one year from the start of the statutory limitation period. Notwithstanding the foregoing, the statutory limitation periods apply to claims for damages due to injury to life, body, health, or material contractual obligations. 

 

XIV. Prohibition of Assignment and Set-Off 

 

1. The assignment of claims to which the customer is entitled from the business relationship with us is excluded. 

 

2. Customers may only set off undisputed or legally established claims. 

 

XV. Place of Jurisdiction and Applicable Law 

 

1. The place of jurisdiction for all claims arising from the business relationship against entrepreneurs and legal entities under public law is Berlin. 

 

2. For cross-border services, Berlin is the exclusive place of jurisdiction for all disputes arising from the contractual relationship (Article 23 of the Brussels I Regulation). However, we reserve the right to sue the customer at their general place of jurisdiction or to bring proceedings before any other court that has jurisdiction under the Brussels I Regulation. 

 

3. All business and all legal relationships between the customer and us are subject exclusively to the law of the Federal Republic of Germany.

Status: January 2025