1.1These Terms and Conditions apply to all business relationships between Schillinger Consulting and its clients.
1.2Only these Terms and Conditions apply to all business relationships in the above sense. This also applies to all future business, even if no express reference is made again to these Terms and Conditions. Any terms and conditions of the client do not apply; they are hereby expressly rejected.
1.3Diverging individual agreements take precedence. The agreement reached is decisive for their content; their validity does not depend on confirmation in any particular form.
2.1The scope and objective of the services to be provided by Schillinger Consulting are determined solely by the offer or contract agreed in text form between the client and Schillinger Consulting. Subject to any diverging agreements in text form, Schillinger Consulting owes only the contractually agreed service, not any particular result beyond this.
2.2Schillinger Consulting is entitled to engage subcontractors to provide the agreed services, unless the engagement of subcontractors has been expressly excluded between Schillinger Consulting and the client.
2.3Schillinger Consulting determines the time and place of performance at its own discretion.
3.1The client acknowledges that Schillinger Consulting depends on the client’s comprehensive cooperation for the successful and timely performance of the services incumbent upon it. Notwithstanding the client’s duties to cooperate agreed in detail between the parties, the client is therefore obliged to support Schillinger Consulting to the best of its ability to the extent necessary for the respective performance and to create, in good time, within its own sphere of operations, all conditions necessary for the proper performance of the contract.
3.2The client undertakes to ensure that all documents necessary for carrying out the engagement are submitted to Schillinger Consulting without delay and in good time before the start of performance, and that knowledge of all events and circumstances that may be relevant to carrying out the engagement is ensured. This also applies to documents, events, and circumstances that only become known during the work of Schillinger Consulting; these must be handed over or communicated to Schillinger Consulting without delay after they become known. At the request of Schillinger Consulting, information provided by the client shall be given in text form, or oral information already provided shall be confirmed in text form.
3.3The client further undertakes to provide, free of charge, all premises, materials, and infrastructure services required for the proper performance of Schillinger Consulting’s services, in full and without delay after the engagement, but no later than 14 calendar days before the start of performance. Infrastructure services within the meaning of this clause also include, for online formats, the provision of the video conferencing environment including host rights, unless the platform used as standard by Schillinger Consulting is used.
3.4The client guarantees that all software products and data media handed over by it have been checked for viruses or similar harmful programs contained therein, using virus protection that is up to date at the time of handover.
3.5Delays arising from the client failing to fulfil its duties to inform and cooperate in good time or in full shall be borne by the client. Agreed completion or performance deadlines shall be extended appropriately, taking into account the necessary lead time. Any additional expenses arising as a result shall be borne by the client.
3.6Insofar as the client is a contributing party in the services to be provided by Schillinger Consulting, the following applies: if an act of cooperation by the client is required for a service to be provided by Schillinger Consulting, then, if the client falls into default by failing to perform the act, Schillinger Consulting may demand compensation for the additional costs and other damages incurred by it as a result of the default. In doing so, Schillinger Consulting must allow to be credited whatever it saves in expenses as a result of the default, or acquires or culpably fails to acquire through the alternative use of its labour. Furthermore, Schillinger Consulting is entitled to set the client a reasonable deadline to make up for the act of cooperation and to withdraw from the contract if the act is not performed by the expiry of the deadline.
3.7At the request of Schillinger Consulting, the client shall name a responsible contact person who is able to make or bring about decisions. At the request of Schillinger Consulting, the contact person shall record decisions in text form.
4.1If Schillinger Consulting is to present the results of its work in writing, only the written presentation is authoritative. Unless otherwise agreed, all reports, expert opinions, results of investigations, etc. are provided in writing. Oral statements and information from Schillinger Consulting are binding only after confirmation in text form.
5.1All rights to the work results arising from the services provided by Schillinger Consulting for the client belong exclusively to Schillinger Consulting. In particular, Schillinger Consulting is entitled to use such work results elsewhere, for example in future projects, while observing the provisions on confidentiality.
5.2However, Schillinger Consulting grants the client a non-exclusive, non-transferable right of use to the work results for internal use, unlimited in time and territory, insofar as this is necessary to achieve the respective purpose of the contract.
5.3This right of use is granted to the client subject to the condition precedent of full payment of the agreed remuneration.
6.1Both the client and Schillinger Consulting are obliged to treat as confidential all information of the other party that is marked as confidential or is to be regarded as confidential according to the circumstances. Both parties must ensure, through appropriate technical and organizational measures as well as corresponding contractual agreements, that such information is made accessible only to those employees or subcontractors to whom disclosure is necessary. This also applies to any affiliated companies of the parties. Both parties will furthermore ensure that unauthorized third parties cannot gain access to such information.
6.2The confidentiality obligation under this Section 6 remains in effect permanently, even after the termination or end of the respective contract.
6.3The disclosure of professional statements by Schillinger Consulting to a third party by the client requires the prior consent of Schillinger Consulting in text form, unless the parties agree otherwise in text form. Schillinger Consulting will grant consent to disclosure insofar as an agreement is concluded between Schillinger Consulting and the third party that contains a limitation of liability and a confidentiality arrangement.
6.4By way of derogation from the preceding provisions of this Section, Schillinger Consulting is entitled to use the fact of the engagement relationship and its specific work for the client as a reference.
6.5The use of the name and/or logo of Schillinger Consulting, of participating subcontractors, or of cooperation partners by the client requires the prior consent of Schillinger Consulting in text form.
7.1Both contracting parties undertake to comply with all applicable data protection regulations. Both contracting parties will use personal data made accessible to them within the scope of their contractual relationship solely for the purposes of fulfilling their respective contractual obligations and will protect it against access and disclosure by third parties.
8.1Schillinger Consulting provides its services with the care of a diligent consultant. The client is aware that any analysis, advice, or assessment involves a number of imponderables. Schillinger Consulting is therefore not liable for ensuring that the services provided to the best of its knowledge and belief lead to the result that the client may desire.
8.2If and insofar as any advisory errors, defects in performance, and/or defects in a service performed by Schillinger Consulting are based on the client having failed to fulfil its duties to cooperate, or having fulfilled them incompletely or not in good time, the liability of Schillinger Consulting is excluded. In the event of a dispute, the client bears the burden of proving the timely and complete fulfilment of all duties to cooperate.
8.3Schillinger Consulting furthermore accepts no liability for any damages of the client that are based on the client’s failure to observe its safeguarding obligations pursuant to Section 9.
8.4In cases of intent, claims under the German Product Liability Act, the assumption of a guarantee for the quality of a work or purchased item (Sections 639, 444 BGB), fraudulent concealment of a defect in a work or purchased item (Sections 639, 444 BGB), as well as in the event of injury to life, body, or health, Schillinger Consulting is liable in accordance with the statutory provisions.
8.5In cases of simple negligence, Schillinger Consulting is liable only if a material contractual obligation, one that is absolutely essential for the performance of the contract, has been breached. In this case, liability is limited to the typical foreseeable damage. In all other cases of simple negligence, liability is excluded.
8.6In the case of strict liability for damages occurring during a period of default, the liability of Schillinger Consulting is likewise limited to the typical foreseeable damage.
8.7In the event of force majeure, such as wars or unrest, strikes and labour disputes, natural disasters, government measures, power or telephone system failures through no fault of the party, failure of network connections through no fault of the party, or similar comparable circumstances for which neither party is responsible, neither party is liable to the other for any delay in or non-performance of the service resulting from the force majeure.
9.1In addition to its claim to remuneration, Schillinger Consulting is entitled to reimbursement of its expenses, unless otherwise stipulated in the contract. Value added tax is charged in addition.
9.2Schillinger Consulting may demand reasonable advance payments on remuneration and reimbursement of expenses and may make the delivery or provision of its service dependent on the full satisfaction of its claims.
9.3Unless a fixed or flat-rate price has been expressly agreed, the client owes payment of remuneration based on the effort expended.
9.4The client is entitled to set off against claims of Schillinger Consulting or to assert rights of retention only insofar as its counterclaim is undisputed or has been established by a final and binding court decision.
9.5Schillinger Consulting is entitled to assign its claims arising from the contractual relationship.
9.6Schillinger Consulting will issue monthly invoices for its services, unless diverging agreements have been made.
9.7If the client falls into default with the payment of the remuneration, Schillinger Consulting is entitled to demand default interest at the statutory rate applicable at the time. In this case, Schillinger Consulting is furthermore entitled to suspend performance until full payment of the remuneration due, without Schillinger Consulting falling into default; in this case, agreed completion dates or performance deadlines are extended by the duration of the payment default plus any necessary lead times.
9.8Travel expenses and other outlays are borne by the client. At the request of Schillinger Consulting, the client either books the required travel services (in particular transport and accommodation) directly, or makes an advance payment in the amount of the calculated costs before they are incurred. Schillinger Consulting is not obliged to pre-finance expenses.
9.9For engagements with an expected remuneration volume of more than €10,000 net or an expected duration of more than one month, Schillinger Consulting is entitled to demand, upon commissioning, an advance payment amounting to 30% of the expected total order value. In this case, performance of the service begins once the advance payment has been received.
9.10Invoices from Schillinger Consulting are due for payment within 14 calendar days of receipt, without deduction.
10.1Terminations and cancellations must be made in text form.
10.2If services bindingly agreed are cancelled by the client, the following cancellation rules apply (unless otherwise agreed by contract). A service may be cancelled free of charge 30 calendar days before the agreed date. If cancellation takes place up to 14 calendar days before the agreed start of performance, 50 % of the agreed fee becomes due. If the order is cancelled less than 14 calendar days before the agreed date, the entire agreed fee becomes due.
11.1The documents handed over by the client to Schillinger Consulting must be returned to the client upon request, but at the latest after Schillinger Consulting has fully performed its services, unless the client is obliged, within the scope of its duties to cooperate, to leave the documents in question with Schillinger Consulting. Schillinger Consulting must also return the documents without delay upon the client’s request in the event of termination of the contract or in the event of legal disputes.
11.2Schillinger Consulting is entitled at any time to place copies of the documents in its files in order to document the proper course and results of the project, as well as to make transcripts or photocopies of documents provided by the client and to retain these.
12.1All claims arising from non-intentional breaches of duty by Schillinger Consulting in connection with the provision of services under this contract become time-barred after the expiry of two years from the point at which the claim arose.
12.2The above provisions do not apply to claims for damages or to claims that are based on fraudulent conduct by Schillinger Consulting.
13.1Amendments and supplements to this contract must be made in text form; this also applies to the waiver of this formal requirement. The precedence of individual contractual agreements pursuant to Section 1.3 remains unaffected.
13.2The place of performance and place of jurisdiction for all obligations arising from this agreement is (insofar as legally permissible) Berlin. If a contracting party meets the requirement of Section 38 (2) of the German Code of Civil Procedure (ZPO) and has no general place of jurisdiction within Germany, the registered office of Schillinger Consulting shall be deemed the place of jurisdiction.
13.3Should individual provisions of these Terms and Conditions be invalid or void, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with one that comes as close as possible to the meaning of the invalid provision and that is valid.
Schillinger Consulting · Katrin Schillinger
Bizetstraße 8, 13088 Berlin
Phone: 030 2397 1377 · Mobile: 0163 4767 463
Email: kontakt@schillinger.consulting · Web: www.schillinger.consulting