GTC
GTC
General Terms and Conditions
§ 1 DEFINITION AND GENERAL PROVISIONS
Christian Nebauer | Executive•Coach•Mediator is hereinafter referred to as Contractor, the other party is referred to as Customer and Client, any expert consulted for the fulfilment of an order is referred to as Vicarious Agent. These contractual terms shall apply to all services provided by Contractor and are regarded as accepted by Client at the latest when the order is placed. They shall also apply to all future business relations without the need for any further express inclusion. Conflicting general terms and conditions of Client shall not become part of the contract.
§ 2 ORDER ACCEPTANCE
The subject-matter of an order placed with Contractor is exclusively the service specified in the order confirmation of the Contractor. Verbal ancillary agreements shall not be valid without written confirmation by Contractor.
§ 3 SERVICES AND FREEDOM OF DESIGN
§ 3.1. CONTENT OF THE SERVICE AND PERFORMANCE
(1) Contractor undertakes to render the services specified in the order confirmation to the best of his knowledge and belief and in compliance with the principles of proper professional practice. Before and during the rendering of services, Client will inform Contractor about all circumstances that are necessary for the preparation or performance of the services.
(2) Contractor is responsible for the methodical and didactical approach. Contractor decides about the nature and scope of changes within the framework of his pedagogical and professional discretion. This does not entitle the Client to reduce the fee.
(3) If, in the opinion of the Client, conceptual, methodical or didactical changes are necessary before commencing the rendering of services, this has to be communicated to the Contractor directly. If such changes are associated with additional expenses for the Contractor, these expenses will be charged to the Client.
(4) Contractor is authorized to mandate Vicarious Agents for performing an order. If within the framework of the agreed service a Vicarious Agent appointed by Contractor is prevented from performing due to illness or any other reasons beyond Contractor’s control, Contractor is entitled to provide for a substitute or agree upon an alternative date with the Client.
(5) In case of a delay in performing the order for which Client is responsible, Contractor may request an appropriate increase of the agreed remuneration; in the event of intent or negligence, Contractor may also demand compensation for damages.
§ 3.2. PRESENTING CONCEPTS OR INDIVIDUAL PROJECTS
Unless otherwise agreed, Client does not incur any costs for the presentation of concepts. If Contractor is not awarded an order after such presentation, all services of Contractor remain Contractor’s property. Client is not entitled to use such services – in any way whatsoever – or pass on any of the provided documents. In case of violation, Contractor reserves the right to claim damages or compensation for use.
Unless otherwise agreed, Client does not incur any costs for the presentation of concepts. If Contractor is not awarded an order after such presentation, all services of Contractor remain Contractor’s property. Client is not entitled to use such services – in any way whatsoever – or pass on any of the provided documents. In case of violation, Contractor reserves the right to claim damages or compensation for use.
§ 3.3. OFFERS
Offers made by Contractor are binding subject to the proviso that changes in the content or scope of the specification of the subject matter of the contract may result in changes to the costs. If such changes to the order are made on Client’s request, Client shall also bear any additional costs arising therefrom.
Offers made by Contractor are binding subject to the proviso that changes in the content or scope of the specification of the subject matter of the contract may result in changes to the costs. If such changes to the order are made on Client’s request, Client shall also bear any additional costs arising therefrom.
§ 3.4. COST ESTIMATES
Cost estimates submitted by Contractor are non-binding. Once it is foreseeable that the actual costs will exceed the estimated costs by more than 20 percent, Contractor shall notify Client of such increased costs.
§ 3.5. ADDITIONAL SERVICES AND TRAVEL EXPENSES
(1) Additional services, such as printing and shipping expenses, space rents, catering costs, costs for equipping event venues, etc. shall be charged separately and invoiced to Client together with a processing fee of 10 percent.
(2) Travel costs and expenses for travel undertaken in connection with the order and agreed with the Client shall be reimbursed. The travel shall be counted as Contractor’s working time.
(3) If, on Client’s request, Contractor entrusts third parties with additional services in his own name, Client shall indemnify Contractor internally against any and all liabilities arising from the conclusion of such contract.
§ 3.6. CANCELLATION OF CONTRACTS AND APPOINTMENTS
(1) All cancellations must be made in writing.
(2) Contracts can be cancelled by Client free of charge within two weeks of the conclusion of the contract, provided that the contractor has not already provided the service or provided part of the service during this period. In the event that services have already been rendered, these shall be remunerated. This shall apply in particular if the provision of services or the partial provision of services has already begun in the first two weeks after the conclusion of the contract as a result of the Client’s scheduling specifications or for content-related reasons.
(3) In the event of cancellation of contractually agreed services up to four weeks before the agreed appointment, Client is entitled to arrange an alternative appointment with Contractor in the following 12 weeks. Should Client and Contractor be unable to agree on an alternative appointment and should Contractor not find a new Client for the cancelled appointment, Client shall pay 50 percent of the agreed fee. If the alternative appointment is cancelled, Client shall pay the full fee.
(4) If contractually agreed services are cancelled up to two weeks before the agreed date, Client shall pay 50 percent of the fee. In this case, the proposal of an alternative appointment is a mere voluntary service by Contractor and cannot be demanded by the Client. If an alternative appointment voluntarily offered by Contractor is cancelled, Client shall pay the full fee.
(5) If contractually agreed services are cancelled within two weeks before the agreed date, Client shall pay the full fee.
§ 3.7. MODIFICATIONS OR DISCONTINUATION OF THE WORK/SERVICES
In case Client modifies or discontinues orders, works, comprehensive planning, and the like, Client shall reimburse Contractor all costs incurred and indemnify Contractor against all liabilities to third parties that are associated with the rendering of the services. This is without prejudice for the assertion of any further claims.
In case Client modifies or discontinues orders, works, comprehensive planning, and the like, Client shall reimburse Contractor all costs incurred and indemnify Contractor against all liabilities to third parties that are associated with the rendering of the services. This is without prejudice for the assertion of any further claims.
§ 4 SECRECY
Contractor undertakes to treat confidentially all facts that Contractor learns about in connection with his activities for Client, in particular information gained with respect to persons or any trade and business secrets, unless such information is generally accessible or known.
§ 5 PROTECTION OF INTELLECTUAL PROPERTY AND USAGE RIGHTS
(1) Written statements of Contractor of any kind, i.e. all documents, reports, recommendations and training material may only be used by Client for their own purposes. The passing on of these documents by Client or any of their employees to a third party explicitly requires Contractor’s written consent.
(2) If Client wants to use the works created by Contractor fully or partially beyond the originally agreed purpose or scope or abroad, a separate agreement of fees has to be concluded in advance. The same applies if Client wants to continue using the works created by Contractor after the termination of the cooperation, unless all rights of use have already been compensated.
§ 6 REMUNERATION
(1) The agreed fee or the fee stated in the Contractor's order confirmation shall be deemed remuneration for the services rendered. All fees do not include the legally applicable value added tax.
(2) Complaints about the services rendered by Contractor shall not entitle Client to retain and/or reduce the fee due for services already rendered.
(3) All invoices of Contractor are payable without deduction within 14 days of the invoice date at the latest, unless otherwise agreed.
(4) If the performance of an order extends over a longer period, Contractor may request reasonable advance payments in line with the amount of work.
§ 7 DEFAULT OF CONTRACTING PARTY
In case payments are received after a period of 14 days from the invoice date, Client shall be charged the default interest customary in business transactions after the 14th day of invoicing. In the event of a delay in payment by Client, Contractor reserves the right to provide further agreed or confirmed services only after receipt of payments already due or to refrain from rendering further services (withdrawal from the order).
§ 8 LIABILITY
(1) The services confirmed by Contractor will be rendered to the best of his knowledge and belief and in compliance with the principles of proper professional practice. In principle, Contractor shall not be liable for any success expected from the services rendered – such success cannot be guaranteed.
(2)Contractor is liable to Client for damages caused by intent or gross negligence. Such liability and any liability for other contractual or statutory claims is moreover limited to damage that was typical and foreseeable at the time the contract was concluded.
(3) In case of violation of material contractual obligations by the Vicarious Agent mandated by Contractor, liability occurs only in cases of gross negligence or intent. Any liability of Contractor for the violation of non-material contractual obligations by his Vicarious Agent is excluded.
(4) If Contractor orders necessary third-party services as defined in § 3.5, the respective contractors are no Vicarious Agents of Contractor. Contractor shall only be liable for his own culpable conduct.
(5) Clauses (1) through (4) above shall apply accordingly to cases of liability arising from faults during contract negotiations (culpa in contrahendo).
(6) Client indemnifies Contractor against claims of third parties, if Contractor acted at the express request of the Client, although Contractor has informed the Client of his concerns regarding the admissibility of the respective measure.
(7) Any other claims for damages apart from those stipulated in these terms and conditions and in the text of the contract are excluded. In particular, any liability of Contractor for claims asserted against Client on the basis of a measure taken is expressly excluded; in particular, Contractor is not liable for costs of proceedings, the Client’s own lawyers’ expenses or costs incurred by publications of judgments as well as any claims for damages or similar claims of third parties.
§ 9 COMPLAINTS
Client must assert and justify complaints in writing within five days following the rendering of the service by Contractor.
§ 10 APPLLICABLE LAW AND LEGAL VENUE
All orders, their fulfilment and the claims resulting therefrom are exclusively governed by German law, unless anything else is agreed upon in writing. In case it is not possible to settle potential discrepancies amicably, the legal venue agreed upon is the place of Contractor’s registered office.
§ 11 FINAL PROVISIONS
If one or several of the aforementioned provisions of these general terms and conditions are invalid or are annulled, this is without prejudice to the validity of the remaining provisions.
Haar / München, August 2019
Christian Nebauer