General terms and conditions of business
1. Scope
1.1 These General Terms and Conditions of CC (hereinafter referred to as "GTC") apply exclusively to the legal relationships between CompanyCoaches GmbH (hereinafter referred to as "CC") and the client in connection with the consulting and services of CC (hereinafter referred to as "services") and its offers. These GTC also apply to all future services and offers from CC, even if their validity is not expressly agreed again with the client.
1.2 These GTC are deemed to be accepted upon order, unless and to the extent that their complete or partial non-application is expressly agreed between the parties in writing. The client's own terms and conditions do not apply unless CC has expressly agreed to them in writing. The client's own terms and conditions do not apply even if CC carries out the agreed services without reservation in full knowledge of them, without objecting to them again.
2. Type, scope and execution of services
2.1 Pre-boarding costs (e.g. at sight costs, concept discussions and target analyses) are determined according to the price list and in consultation with the customer.
2.2 After initial analyses, CC will prepare an offer for the client based on a cost estimate, which can consist of several components and is confirmed by the client.
2.3 The subject matter and scope of the order arise from the respective order, the order confirmation from CC or the consulting contract concluded in writing between the parties (hereinafter "contract"). The client's order issued to CC and confirmed by CC is decisive for the subject matter and scope of the consulting services to be carried out for the client by CC.
2.4 The agreed consulting services will be carried out by CC in accordance with the principles of proper professional practice, in particular independently, carefully, independently and confidentially.
2.5 The contract concluded between the parties is a service contract unless the parties expressly agree otherwise in writing. The subject of the respective contract is the execution of the agreed services by CC against payment of the agreed fee and reimbursement of incidental costs by the client in accordance with the provisions contained in Section 4 of these General Terms and Conditions.
2.6 CC does not owe the client a specific economic result or a specific economic success. Reports, analyses, evaluations, expert opinions, opinions and recommendations from CC serve only to prepare business decisions. The client decides independently on the
time and extent of the implementation of measures recommended by CC. This responsibility of the client remains even if CC advises the implementation of recommended measures by the client.
2.7 CC is entitled to use experts to carry out the order and to commission third parties as subcontractors ("partners").
2.8 The provision of legal, tax advisory or auditing activities is not the subject of the contract. Any involvement of professionals with special state authorization (lawyers, tax consultants, auditors) that may be necessary in connection with the implementation of the contract takes place exclusively in the direct relationship between the client and the professionals who are to be commissioned separately and remunerated directly by the client.
2.9 Services provided by CC are generally documented in writing. Information given to the client verbally is non-binding unless and to the extent that this is confirmed in writing by CC.
3. Client's duty to cooperate
3.1 The client will provide CC with all details, data, information and documents required for the execution of the contract in a timely and complete manner. CC is not obliged to check them for completeness, accuracy or correctness or to carry out its own research in this regard. This also applies if, as part of the agreed services, CC has to carry out plausibility checks and/or value assessments which are based exclusively on details, data and information provided by the client and the contract concluded between the parties does not include their review.
3.2 The client is also obliged to name a central contact person to CC with all contact details for all questions and coordination requirements arising from and in connection with the execution of the contract. In addition, the client must ensure the technical requirements for electronic communication, including the exchange of data with CC, for the entire duration of the order execution, if and to the extent that this is required for the execution of the contract.
3.3 If the client does not provide the cooperation required of him despite repeated requests from CC, or does not do so on time and/or in full, CC is entitled to terminate the contract for good cause without observing a period of notice. In this case, CC is entitled to charge the client either for the services provided up to the time of termination or the agreed total fee less expenses saved through the early termination of the contract.
4. Offers, fees, invoicing, due date
4.1 Offers from CC are non-binding; CC reserves the right to make changes until it confirms the order in writing.
4.2 The consulting fee to be paid by the client to CC for its services is based on the consulting contract concluded between the client and CC, the service description and the fee agreement made therein.
4.3 If the client has agreed a consulting quota with CC at a total fixed price, he only owes an additional consulting fee in the event of an order for additional services that go beyond the service description, the amount and scope of which are negotiated between the contracting parties.
4.4 When concluding an individual consulting contract, CC can provide for the billing of the consulting services by CC as expenses for proof by agreeing hourly and/or daily rates. If this is agreed, CC will create proof of performance, which will be presented to the client at the same time as the invoice for the services in question.
4.5 For contracts whose execution exceeds a period of four weeks, CC can agree with the client to calculate a reasonable advance or reasonable installment payments for services already provided at weekly or monthly intervals.
4.6 CC will show the statutory VAT on the agreed fees and will invoice the client for this additionally. The client is obliged to pay the VAT shown to CC in addition to the net fee amount.
4.7 Unless otherwise agreed (e.g. in the form of a flat rate for additional costs), in addition to the agreed fee, CC is also entitled to reimbursement from the client for additional costs incurred through the execution of the services (travel time compensation, costs of travel by car or rental car, parking fees, costs of transport by taxi, public transport, train, plane or ship, overnight costs, additional meal expenses in accordance with Section 9 Paragraph (4a) Clause 3 of the Income Tax Act). CC is obliged to show these additional costs separately in its invoices in the amount actually incurred, enclosing the receipts. This applies accordingly to the costs of any market tests that are not included in the fee agreed with CC.
4.8 The client will check the respective invoice and any attachments for correctness immediately after receipt and, if and to the extent that the correctness of the invoice is established, pay the respective invoice amount to CC within fourteen (14) calendar days, calculated from the receipt of the invoice by the client, without any deductions by transferring it to the account specified for this purpose in the fee invoice from CC. Otherwise, the client must immediately notify CC of any invoice complaints.
4.9 If payment is not made on time despite the due date being stated on an invoice, the client owes default interest of nine (9) percentage points above the applicable base interest rate published by the Deutsche Bundesbank in the Federal Gazette on the respective invoice amount due, without the need for a reminder from CC to justify default (§§ 286 para. (2) item 2., 288 para. (2), 247 BGB).
5. Cancellation of appointments
5.1 The client can cancel consultation appointments agreed with CC free of charge - by telephone or electronically by email - on working days up to twenty-four (24) hours before the agreed appointment.
5.2 If the client fails to cancel or fails to do so within the deadline specified in section 5.1 for cancellation, CC is entitled to the agreed fee for the consultation appointment, taking into account the money saved by not providing the service or money earned by using the services in another way. This cancellation fee amounts to seventy-five (75)% of the agreed fee. CC is not obliged to provide a subsequent consultation appointment that is not cancelled within the deadline specified in section 5.1. In addition, the client reserves the right to prove that CC has not suffered any damage or only suffered a lesser amount as a result of the appointment not being cancelled within the deadline specified in section 5.1.
6. Offsetting, right of retention, assignment
6.1 The client is only entitled to offset or assert a right of retention with regard to CC's claims for services provided and invoiced if and to the extent that the client's counterclaim has been legally established or has not been disputed by CC.
6.2 The client is only entitled to assign claims against CC with its prior written consent. CC will only refuse this consent for important reasons.
6. Offsetting, right of retention, assignment
6.1 The client is only entitled to offset or assert a right of retention with regard to CC's claims for services provided and invoiced if and to the extent that the client's counterclaim has been legally established or has not been disputed by CC.
6.2 The client is only entitled to assign claims against CC with its prior written consent. CC will only refuse this consent for important reasons.
7. Copyright and Usage Rights
7.1 CompanyCoaches (CC) retains all copyright and other proprietary rights to its work results and standard know-how until the full payment of the agreed fee by the client. Only with the complete payment of the agreed fee does the client acquire usage rights to the work results and standard know-how of CC, as specified in sections 7.2 and 7.3 below. Until the full payment is made, usage rights are granted to the client on a provisional basis only.
7.2 CC grants the client an exclusive, unlimited right in terms of subject matter, time, and territory to use and exploit the protectable, individually created work results (e.g., designs, ideas, preliminary studies for projects, individual concepts, products, processes, etc.) and developments (e.g., designs, database works, etc.) specifically created for the client in fulfillment of the contract. This includes the right to modify, alter, or reproduce these results.
7.3 For existing standard know-how of CC (e.g., basic concepts, experiences, general know-how, techniques, tools, building blocks, etc.), which CC uses in providing the contract services and makes accessible to the client, CC grants the client a non-exclusive, unlimited right in terms of subject matter, time, and territory to use and exploit this know-how, especially to edit, modify, or reproduce it. This usage right is restricted to the client. The transfer of standard know-how to third parties, as well as its commercialization by the client, is excluded. The transfer of CC’s standard know-how to affiliated companies, as defined in section 15 of the German Stock Corporation Act (AktG), is permitted if agreed upon with CC or if CC has given written consent. CC remains entitled to freely use its standard know-how, including when it is expanded through the provision of contract services for the client.
8. Defects in Service
8.1 CC will perform its consulting services under this contract with the care of a diligent businessperson. If CC fails to provide a service or fails to do so in accordance with the contract and this is attributable to CC, it is obligated to rectify the service without additional costs for the client within a reasonable period if the client has immediately, and at the latest within ten (10) business days after the service delivery, raised a written complaint. If the service cannot be provided in accordance with the contract due to reasons attributable to CC, even within a reasonable period set by the client, the client is entitled to terminate the affected service and claim damages according to the liability provisions in section 9 of these General Terms and Conditions (AGB).
8.2 Any further or other claims of the client against CC for defective services, beyond those specified in this section 8, are excluded.
9. Liability
9.1 CC is liable in cases of intent or gross negligence according to statutory provisions. For slight negligence, CC is only liable according to the provisions of the Product Liability Act, in case of injury to life, body, or health, or for the violation of essential contractual obligations.
9.2 In cases of slight negligence resulting in a breach of essential contractual obligations, CC’s liability is limited to the foreseeable, typical contractual damage. An essential contractual obligation is an obligation whose fulfillment makes the proper execution of the contract possible and on whose adherence the parties regularly rely. Foreseeable, typical contractual damage is damage that CC anticipated as a possible consequence of a breach of contractual obligations when the contract was concluded with the client, or that CC should have foreseen, taking into account the circumstances it knew or should have known.
9.3 Unless expressly agreed otherwise between the parties due to the foreseeability of higher liability risks, CC’s liability for a single damage event is limited to a maximum of EUR 25,000. A single damage event refers to the sum of the claims for damages of all entitled parties resulting from a single, temporally connected, and therefore uniform service performed by CC.
9.4 CC is not liable for damages arising from the slight negligence of non-essential contractual obligations. CC is also not liable for damages resulting from the improper implementation of recommendations or from incorrect conclusions drawn by the client from the advice. CC’s liability is also excluded for damages to the client due to unforeseeable and unavoidable events ("force majeure") as described in section 10.
10. Force Majeure
10.1 Events of force majeure that prevent CC or the client from fulfilling their contractual obligations in whole or in part exempt both parties from fulfilling these obligations to the extent of the interruption caused by the force majeure event. Events of force majeure include, in particular: war, mobilization, acts of sabotage, terrorist attacks, trade restrictions, embargoes, boycotts, epidemics, pandemics, legal, regulatory, or governmental restrictions due to such events, natural disasters, explosions, lightning strikes, fire, storms/hurricanes, destruction of public infrastructures (energy, telecommunications, transport), expropriation, confiscation, nationalization, as well as strikes and lockouts.
10.2 The party affected by force majeure must immediately notify the other party of the occurrence and cessation of the event. If a delay in performance due to force majeure lasts for more than ninety (90) days, both parties may terminate the underlying contract without notice by written notice to the other party. Services already rendered by CC up to that point must be compensated by the client.
11. Confidentiality, Data Protection, Reference Information
11.1 CC commits to maintaining confidentiality regarding all business, operational, and private matters of the client that come to its knowledge during the execution of the contract. Documents provided to CC for contract execution will be carefully stored and protected from unauthorized third-party access. There is no obligation to maintain confidentiality if the execution of the contracted services would not be possible without the publication of business information about the client and its products or business ideas, such as in commissioned reports or market tests. However, in such cases, the client retains the right to issue instructions to CC regarding the scope of publication.
11.2 CC is entitled to collect, store, and process the client's data during the term of the contractual relationship within the purpose of the contract or have it processed by third parties. If and to the extent that personal data is collected, stored, and processed, CC will comply with data protection regulations (General Data Protection Regulation, Federal Data Protection Act).
11.3 CC is entitled to mention the client's company name as part of standard reference information without disclosing details of the contractual consulting services, unless the client objects.
12. Non-solicitation Clause
12.1 The client agrees not to poach employees or other consultants from CC.
12.2 The non-solicitation clause in section 12.1 applies for the duration of the contract between the client and CC, and for an additional two (2) years after its termination.
13. Retention and Return of Documents
13.1 CC will retain documents provided by the client for the purpose of executing the contract for a period of three (3) years from the conclusion of the contract, unless legal provisions require a longer retention period. If the fee has been fully paid, CC is obliged to return the documents to the client upon request.
13.2 CC is entitled to make copies of the documents to be returned to the client and retain them for proof purposes.
14. Term, Termination
14.1 If a contract for consulting and/or services is concluded for a fixed term between CC and the client, it cannot be terminated early. A contract concluded for an indefinite term may be terminated by either party with one month’s notice to the end of a calendar month.
14.2 The right of the parties to terminate the contract for cause remains unaffected by the above provisions.
14.3 Terminations must always be made in writing to be effective.
15. Final Provisions
15.1 The contract is governed by German law. If the client is a merchant, a legal entity under public law, or a public law special fund, the exclusive jurisdiction for any disputes arising from and in connection with the contract is Hannover.
15.2 The place of performance for all services by CC and payments to CC is Hannover.
15.3 These General Terms and Conditions remain binding even if individual provisions are legally ineffective. This does not apply if retaining the remaining provisions would result in unreasonable hardship for one party.
