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1.      SCOPE OF APPLICATION

These GTC apply to all contracts between CONNOS GmbH (“CONNOS“ or “agent”) and the principal, unless the respective contract contains provisions to the contrary. General terms and conditions of the principal are expressly excluded and do not apply, unless the agent agrees to them explicitly in writing.

 

2.      CONCLUSION OF CONTRACT

The basis for the contract is the respective quote by the agent, which is non-binding and without obligation. If the principal places an order, the agent is free to accept the order through an order confirmation within a period of two weeks.

 

3.      SERVICES

The agent provides consulting and support services (“Consulting Services”).

 

4.      REMUNERATION, CANCELLATION

The agent usually issues an invoice for services rendered at the end of each month. Unless stated otherwise, liabilities are due ten days after the invoice date without deduction. In case of default, the agent is entitled to default interest of nine percent points above the base interest rate without further reminder. The right to enforce additional damages remains unaffected. All prices mentioned in quotes and order confirmations and the resulting amounts to be paid are subject to the respective applicable value added tax in the applicable amount.

Any offset against the agent’s liabilities is only permissible for undisputed or legally recognized liabilities. Enforcement of refusal of performance and/or retention rights against the agent is excluded, unless the counterclaim is undisputed or legally recognized.

Expenses and travel costs are usually not included in the agreed remuneration and shall be reimbursed by the principal upon submission of respective evidence.

 

5.      DELIVERY DATES

The agent never accepts liability regardless of culpability for delivery dates. Guaranteed delivery dates only apply if they have been explicitly agreed on in written form as guaranteed. In case of force majeure, the agent has the right to delay delivery for the duration of the event; as soon as the agent gains knowledge of it, he shall inform the principal.

 

6.      PRESENTATIONS AND PITCHES

The agent’s presentation materials remain his property. Upon request, the principal must immediately return all presentation materials. The principal is in no case entitled to continue to use the presentation materials compiled by the agent, to edit them, hand them over to a third party, publish or reproduce them. This also applies if a presentation fee is paid by the principal. The agent always retains the right to use the services rendered within the framework of the presentation that are subject to copyright protection.

 

7.      MATERIAL DEFECTS AND DEFECTS OF TITLE

Immediately after receipt of a service provided by the agent, the principal shall check the service and, in the case of noticeable defects, notify the agent immediately in written form. If the principal fails to do so, the respective service is deemed to be accepted and approved with regard to noticeable defects. Otherwise, a warranty period of 12 months applies; however this does not apply to claims arising from Section 8 (“Limitation of Liability”).

 

8.      LIMITATION OF LIABILITY

The agent is liable without limitation in cases of intent and gross negligence. In the case of ordinary negligence, the agent is only liable for the violation of primary contractual obligations (so-called “cardinal duties”), but only limited to the predictable damage typical for the contract. In the case of a violation of life, body or health, the agent is liable without limitation also in case of ordinary negligence. As far as the agent’s liability is excluded or limited in the sense of this section 8, this also applies to the personal liability of its proxies and vicarious agents.

 

9.      PRINCIPAL’S DUTY TO COOPERATE

The principal shall support the agent’s consulting services through appropriate cooperation. In particular, the principal shall provide necessary information and data and enable the agent’s staff to access the principal’s office premises during at his business hours to the extent necessary. Furthermore, in case of more extensive consulting projects, the principal shall provide the necessary working materials, in particular work stations and computers, in his office premises to the extent necessary.

The principal shall normally nominate a contact person („Project leader“) and a deputy project leader as contact persons for all aspects in connection with the project. They must be able to make all decisions pertaining to the project either themselves or to bring about a decision in good time.

If the principal fails to fulfil his duty to cooperate and the agent cannot complete his consulting services within the agreed period for this reason, the agreed time frame should be reasonably extended.

 

10.      PRINCIPAL’S RIGHTS

Unless stated otherwise, the agent grants the principal a non-exclusive right of use regarding the services rendered for all types of use pertaining to the contractual purpose within the Federal Republic of Germany. This right of use does not include the right to change the services rendered, in particular to edit or further develop them. In case of infringement, the agent is entitled to an additional fee in the amount of at least 2.5 times the original agreed fee. Any transfer of rights of use to a third party is principally excluded and only permissible after prior consent by the agent. Granting of the rights of use is always subject to the condition precedent of full payment of the agreed remuneration.

 

11.      AGENT’S RIGHTS/REFERENCES

The agent reserves an unlimited right of use for his own purposes. In particular, the agent is entitled to present the services rendered for the principal in the media, on his own advertising materials, especially on his web site, with name and/or company logo of the principal and/or to mention the business connection.

The agent is entitled to assign services for the fulfilment of contract to a third party.

 

12.    OWNERSHIP OF MATERIALS

All materials prepared by the agent such as models, drawings, files, layouts, etc. remain the property of the agent. Surrender to the principal is subject to a separate agreement and necessitates payment of an additional fee. The agent is entitled, but not obliged to archive documents furnished by the principal for the agent.

 

13.    TRAININGS / WORKSHOPS

If the execution of trainings or workshops is impossible because of force majeure, a speaker’s inability to attend, disturbances at the place of event or because of poor attendance, participants will be informed immediately. Cancellation because of poor attendance shall occur no later than 2 weeks before the event.

The agent reserves the right to substitute or cancel any presentation of an event, as long as this does not impact the overall character of the event.

The principal ensures that only persons with the necessary knowledge and qualification attend trainings or workshops.

 

14.    FINAL PROVISIONS, DATA PROTECTION

If one or several provisions of these General Terms and Conditions should be or become ineffective, the rest of the provisions shall remain effective. Instead of the ineffective provision, legal provisions shall apply. In principle, the agent may retain and process personal data of the principal only to the extent necessary within the framework of the contract. Regarding all legal relationships between principal and agent, only German law applies. CISG is excluded. The place of fulfilment and only place of jurisdiction is Hamburg.and exclusive jurisdiction is Hamburg.

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