Terms and Conditions
Consulting including Business Organisation
1. General principles / scope
1.1 These general terms and conditions apply exclusively to all legal transactions between the client and the contractor (VIA.MENTO GmbH). The version valid at the time of the conclusion of the contract is decisive.
1.2 These general terms and conditions also apply to all future contractual relationships, even if this is not expressly indicated in additional contracts.
1.3 Conflicting general terms and conditions of the client are invalid, unless they are expressly recognized in writing by the contractor (VIA.MENTO GmbH).
1.4 In the event that individual provisions of these General Terms and Conditions are and / or become ineffective, this does not affect the effectiveness of the remaining provisions and the contracts concluded on the basis of them. The ineffective one is to be replaced by an effective provision that comes closest to its meaning and economic purpose.
2. Scope of the consulting assignment / representation
2.1 The scope of a specific consulting assignment is contractually agreed on a case-by-case basis.
2.2 The contractor (VIA.MENTO GmbH) is entitled to have the tasks incumbent on him performed in whole or in part by third parties. The third party is paid exclusively by the contractor (VIA.MENTO GmbH) himself. There is no direct contractual relationship of any kind between the third party and the client.
2.3 The client undertakes not to enter into any business relationship of any kind with persons or companies that the contractor (VIA.MENTO GmbH) uses to fulfill his contractual obligations during and up to three years after the termination of this contractual relationship. In particular, the client will not commission these persons and companies with such or similar consulting services that the contractor (VIA.MENTO GmbH) offers.
3. Client's duty to provide information / declaration of completeness
3.1 The client ensures that the organizational framework conditions when the consulting assignment is fulfilled at his place of business allow work that is as undisturbed as possible and conducive to the rapid progress of the consulting process.
3.2 The client will also inform the contractor (VIA.MENTO GmbH) comprehensively about previous and / or ongoing consultations - also in other specialist areas.
3.3 The client ensures that the contractor (VIA.MENTO GmbH) is provided with all the documents necessary for the fulfillment and execution of the consulting assignment in a timely manner and that he is made aware of all processes and circumstances that are relevant for the Execution of the consulting assignment are important. This also applies to all documents, processes and circumstances that only become known during the activity of the consultant.
3.4 The client ensures that his employees and the legally stipulated and possibly established employee representatives (works council) are informed by the contractor (VIA.MENTO GmbH) before the contractor starts working.
4. Securing independence
4.1 The contracting parties commit themselves to mutual loyalty.
4.2 The contractual partners mutually undertake to take all precautions that are suitable to prevent the endangerment of the independence of the commissioned third parties and employees of the contractor (VIA.MENTO GmbH). This applies in particular to offers by the client for employment or the acceptance of orders on his own account.
5. Reporting / obligation to report
5.1 The contractor (VIA.MENTO GmbH) undertakes to report to the client on the progress of his work, that of his employees and, if necessary, of third parties commissioned.
5.2 The client will receive the final report in a reasonable time, ie two to four weeks, depending on the type of consulting assignment after the assignment has been completed.
5.3 The contractor (VIA.MENTO GmbH) is free of instructions in the production of the agreed work, acts at its own discretion and on its own responsibility. He is not tied to a specific place of work and no specific working hours.
6. Protection of intellectual property
6.1 The copyrights to the works created by the contractor (VIA.MENTO GmbH) and its employees and commissioned third parties (in particular offers, reports, analyzes, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) remain with the contractor (management consultant). They may only be used by the client during and after the termination of the contractual relationship for the purposes covered by the contract. In this respect, the client is not entitled to reproduce and / or distribute the work (s) without the express consent of the contractor (VIA.MENTO GmbH). Under no circumstances will the client (VIA.MENTO GmbH) be liable to third parties through unauthorized duplication / distribution of the work - in particular for the correctness of the work.
6.2 The client's breach of these provisions entitles the contractor (VIA.MENTO GmbH) to immediate and early termination of the contractual relationship and to assert other legal claims, in particular for injunctive relief and / or compensation.
7. Warranty
7.1 The contractor (VIA.MENTO GmbH) is entitled and obliged, regardless of fault, to correct inaccuracies and defects in its performance that it becomes aware of. He will inform the client of this immediately.
7.2 This entitlement of the client expires after six months after the respective service has been provided.
8. Liability / Compensation
8.1 The contractor (VIA.MENTO GmbH) is liable to the client for damage - with the exception of personal injury - only in the event of gross negligence (intent or gross negligence). This also applies mutatis mutandis to damage caused by third parties called in by the contractor.
8.2 Claims for damages by the client can only be asserted in court within six months of becoming aware of the damage and the damaging party, but no later than three years after the event giving rise to the claim.
8.3 The client has to provide evidence that the damage is due to the fault of the contractor.
8.4 If the contractor (VIA.MENTO GmbH) performs the work with the help of third parties and warranty and / or liability claims arise in this context against these third parties, the contractor (VIA.MENTO GmbH) shall transfer these claims to Client from. In this case, the client will give priority to these third parties.
9. Confidentiality / data protection
9.1 The contractor (VIA.MENTO GmbH) undertakes to maintain absolute silence about all business matters of which he is aware, in particular business and trade secrets as well as any information he receives about the type, scope and practical activities of the client.
9.2 Furthermore, the contractor (VIA.MENTO GmbH) undertakes to review the entire content of the work as well as all information and circumstances that have been received in connection with the creation of the work, in particular also about the data of clients of the customer, To keep confidentiality towards third parties.
9.3 The contractor (VIA.MENTO GmbH) is released from the obligation of confidentiality towards any assistants and deputies he uses. However, he has to transfer the obligation of confidentiality to these in full and is liable for their breach of the obligation of confidentiality as for his own breach.
9.4 The duty of confidentiality extends indefinitely beyond the end of this contractual relationship.
9.5 The contractor (VIA.MENTO GmbH) is entitled to process personal data entrusted to him within the scope of the purpose of the contractual relationship. The client guarantees the contractor that all necessary measures have been taken, in particular those within the meaning of the Data Protection Act, such as declarations of consent by the data subjects.
10. Fee
10.1 After completion of the agreed parts of the contract, the contractor (VIA.MENTO GmbH) receives a fee in accordance with the agreement between the client and the contractor (VIA.MENTO GmbH). The contractor (VIA.MENTO GmbH) is entitled to submit interim accounts in accordance with the progress of work and to request advance payments corresponding to the respective progress. The fee is due upon invoicing by the contractor.
10.2 The contractor (VIA.MENTO GmbH) will issue an invoice entitling to input tax deduction with all legally required features.
10.3 Any cash out-of-pocket expenses, expenses, travel expenses, etc. are to be reimbursed by the client against the invoice of the contractor (VIA.MENTO GmbH).
10.4 If the agreed work is not carried out for reasons on the part of the client or due to a justified premature termination of the contractual relationship by the contractor (VIA.MENTO GmbH), the contractor (VIA.MENTO GmbH) the right to payment of the entire agreed fee minus saved expenses. If an hourly fee is agreed, the fee is to be paid for the number of hours that could be expected for the entire agreed work, minus the saved expenses. The saved expenses are agreed at a flat rate of 30 percent of the fee for those services that the contractor has not yet performed by the date of the termination of the contractual relationship.
10.5 In the event of non-payment of interim invoices, the contractor (VIA.MENTO GmbH) is released from its obligation to provide further services. However, this does not affect the assertion of further claims resulting from the non-payment.
11. Electronic billing
11.1 The contractor (VIA.MENTO GmbH) is entitled to send invoices to the client in electronic form. The client expressly agrees to the sending of invoices in electronic form by the client (VIA.MENTO GmbH).
12. Duration of the contract
12.1 This contract ends with the completion of the project.
12.2 Regardless of this, the contract can be terminated at any time for important reasons by either party without observing a period of notice. An important reason is to be regarded in particular if a contractual partner violates essential contractual obligations or if insolvency proceedings are opened against a contractual partner or the bankruptcy application is rejected due to a lack of cost-covering assets.
13. Final provisions
13.1 The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to mutually announce any changes immediately.
13.2 Changes to the contract and these terms and conditions must be made in writing; likewise a departure from this formal requirement. Verbal collateral agreements do not exist.
13.3 Substantive German law is applicable to this contract to the exclusion of the reference norms of international private law. The place of fulfillment is the place of the professional establishment of the contractor (VIA.MENTO GmbH). The court at the contractor's place of business (VIA.MENTO GmbH) is responsible for disputes.