General Terms of Business for Thescon GmbH
The following contractual terms of Thescon GmbH. (hereinafter referred to as “the contractor”) control the contractual relationships for all consulting services between Thescon GmbH and the customer (hereinafter referred to as “contracting organization”).
§ 1 Responsibilities of the Contractor
(1) The contractor shall provide for the contracting organization in coordination both consultative and supportive services (consulting services).
(2) The content of the consulting services shall arise from the underlying offer of consulting services. Success is not guaranteed by the contractor.
(3) All offers are non-binding. The customer may accept the offer within the offer period, otherwise said offer expires. The consulting contract results through transmission of a confirmation of the contract or with the acceptance of the consultative service by the contracting organization.
(4) The contractor is not authorized to represent the contracting organization to third parties, particularly to conduct negotiations or to express professional intentions with effect for or against the contracting organization. Any exception will require previous authorization by the contracting organization.
(5) The contractor has the choice of both the work-site and the schedule of the deployed consultants.
(6) The contracting organization’s selected consultants are as employees of the contractor exclusively subject to the contractor’s directives. The contracting organization is obliged not to issue any instruction directly to the consultants.
(7) The contract is authorized in the event of professionally justified reasons to replace the contractor’s deployed consultants with other equally qualified consultants.
§ 2 Obligations of the contracting organization
(1) The contracting organization shall support the consulting services of the contractor through appropriate cooperative actions. In particular, the contracting organization will supply the contractor the necessary information and data as well as grant the employees of the contractor access in requisite capacity to the contracting organization’s place of business during the contracting organization’s business hours. Moreover, the contracting organization will provide the necessary work materials, particularly work station and computers, in his place of business.
(2) The contracting organization shall designate at the very latest by the beginning of the project as specified in the offer a contact person (project manager) as well as a deputy as a permanent reference person for all matters involving the project. These individuals are in the position to render all project-related decisions themselves or promptly to effect those decisions. The contracting organization will also make available all respective colleagues whose particular knowledge is necessary for the realization of the project.
(3) Should the contracting organization not fulfill the stated obligations, and should the contractor for this reason prove unable to complete the contractor’s consulting duties entirely or partially within the agreed upon time, then the agreed upon time for the completion of the project will be extended as appropriate.
§ 3 Compensation, Reimbursement
(1) The contractor is justified to bill monthly for the consulting services rendered with detailed timesheets and incurred expenses. All corresponding documents shall be submitted.
(2) Compensation and reimbursement must be paid within fourteen days after receipt of a correct and verifiable bill to which the in Paragraph 1 described timesheets are attached.
(3) The contracting organization shall find itself in arrears at the latest thirty days after receipt of an unpaid, correct and verifiable bill. In this case according to §§ 286, 288 section 2, the contracting organization must pay interest on the late payment in the amount of 9% above the base interest rate, provided that the contracting organization is not a consumer. The assertion of further default damages by the contractor remains unaffected.
§ 4 Duration of Contract and Cancellation
(1) The consulting contract begins on the indicated date in the proposal. It will be valid for an indefinite period, unless there is another other provision in the initial offer.
(2) Each party is authorized to cancel the contract with two weeks’ notice at the end of the current calendar month. The right of both parties to a cancellation without notice on account of an important reason remains intact.
(3) All cancellations must be in writing.
§ 5 Liability
(1) The contractor assumes complete responsibility
- in cases of intentional or gross negligence,
- in cases of injury to life, limb or health,
- according to the law of product liability legislation as well as
- in case of a guarantee assumed by the contractor.
(2) The slight negligence of an obligation which is important for the fulfillment of the purpose of the contract (a cardinal obligation), the liability of the contractor is limited to the damage, which according to the type of business in question is both predictable and typical.
(3) There is no further liability on the part of the contractor.
(4) The aforementioned limitation of liability is valid also for the individual liability of each colleague, representative and body of the contractor.
§ 6 Confidentiality
(1) “Confidential information” is all information and documents of the other respective party, which are identified as confidential or are viewed as confidential under these conditions, particularly information about operational processes, business relations and know-how, as - for the contractor - all findings.
(2) The parties agree to remain silent concerning such confidential information. This obligation continues even after the conclusion of the contract.
(3) The following confidential information is exempt from this obligation,
- those that at the completion of the contract already were demonstrably known to the recipient or afterwards were known by a third party without a confidentiality agreement, legal accord or official arrangement being injured;
- those that were known at the conclusion of the contract or after that were made public, insofar as this disclosure is not based on damage to this contract
- information that must be disclosed on account of legal responsibilities or by court order or a public authority. As far as permitted or possible, the receiver having been compelled to disclose information, will inform the other party and give that party the possibility to proceed against the disclosure.
§ 7 Data Protection and Data Security
All parties to the contract will respect the relevant legal data protection laws. If a consultative action necessitates a transmission of private individual data to the contractor, the parties will follow a separate concluded agreement for data administration management according to § BDSG.
§ 8 Other
(1) German law applies for all contractual relationships under exclusion of the United Nations Agreement concerning contracts for international product vending of November 4, 1980 (UN-Sales Law).
(2) The exclusive place of jurisdiction is Coesfeld, provided every party is a businessman or a legal person governed by public law.
(3) Should individual regulations of these general terms of business prove ineffective, these matters do not affect the validity of other regulations. The parties to the contract will try to find one that legally and financially best fulfills the contract instead of the ineffective regulation.
Directors: Dr. Claus Breer, Ingo Baumann, Daniel Haas