General terms and conditions of project&change experts Limited, the German subsidiary
(Hereinafter, also referred to as “the provider”)
1. Provider Information
In accordance with § 5 TMG or §55 II RstV
Project&change experts Limited, the German Subsidiary
Wildunger Straße 6
Represented by or responsible for their own content:
Responsible Authority for the collecting, processing and use of personal data adhering to the German Federal Data Protection Act (BDSG):
Project&change experts Limited, the German Subsidiary
Wildunger Straße 6
Duisburg Registrar of Companies
Registry Number: HRB 29583
1. General terms and conditions of contract
1. The Scope of Application
The provisions of these terms and conditions apply to all services and consultancy offerings delivered by the provider or the consultant, regardless of the content and legal nature offered by the provider or the contractually acquired advice or services that also include mediation. In the extent that the client contract contains closed consulting or service specific provisions that differ from the following general terms and conditions, the individually agreed contract rules take precedence over these terms and conditions.
Insofar as the information pertaining to the contract is not general knowledge, the provider or his adviser will treat all of the information obtained from the customer whose company, internal processes, etc. form a part of the implementation of the agreed services in strict confidence. This confidentiality continues even after the termination of the consultancy agreement.
The provider ensures that all employees and consultants, as well as people in roles of support, have been informed of their confidentiality and secrecy obligations that correspond to the above-mentioned stipulations.
All files, information and other materials related to the project procured or provided to the provider or his advisors by the client, as long as they do not include checklists or other proprietary methods and know-how belonging to the provider, whereby the provider or his advisor has no right of retention, are to be returned no later than at the termination of the project, upon client request. Independently, the provider may use the client’s company data anonymously for its statistics.
Checklists or other know-how belonging to the provider, which is used in the fulfilment of the contract by the provider, remain the exclusive property of the provider. Customer and job-related data are electronically archived by the provider in a protected form to secure and document the current work status. Of course, the client reserves the right to object to this archiving of job-related data. Any contestation of this system must be submitted in writing. In this case, the provider guarantees the deletion or destruction of the contested data material.
The provider may use the client’s name on his client list and website. However, without providing details of the appointment or collaboration and project activities.
3. Involvement of the Client
To allow the provider or his advisor to pursue a targeted approach, the client will comprehensively inform the provider or his advisor of the relevant business, organisational, technical and the competitive situation of his company. The client will work personally or through his employees on the project as follows:
3.1. All the provider’s questions on the organisational conditions within the client’s company will be answered as thoroughly, accurately and as soon as possible. This includes questions concerning the competition, market dynamics, regulatory issues, and so forth. The aforementioned takes into consideration whether the client and/or his managerial staff are aware of the related circumstances and the relevance of the project.
3.2. The client supports the commissioned project by providing resources that include access to employees, communication and work equipment, travel bookings, and temporal capacities (this includes presentations and meetings).
3.3. Interim results and interim reports delivered by the provider or its consultants will be immediately checked by the client as to whether the information contained therein is correct and the results (or intermediate results) correspond to the assigned brief. Required or desired corrections or change requests will be communicated to the provider without delay in writing.
4. The Provision of Data before the Start of a Project
Promptly and before the commencement of the respective activities delivered by the provider or his consultants, the client will ensure that all the necessary documents and data are available and extractable from files or machine-readable data carriers at a reasonable cost.
Unless agreed otherwise, the provider shall receive his remuneration in accordance with the signed agreement in the form of daily rates. The daily rate covers all work and services delivered by the provider or his / her adviser based on an 8 hours day (not including breaks, arrival / departure to-and-from the client’s base of operations), which are held between 7am and 7pm Monday to Friday.
Over 8 hours of work per day or less work is remunerated or deducted on a pro-rata basis (based on the proportional calculation on the basis of the agreed daily rate).
If the provider or his advisor operates with the client’s approval during the night or on weekends and holidays, the respective daily rate increases as follows:
1 For night work after 7pm: 20%
2 For Saturday work 30%
3 For Sunday work 50%
4 For work during holidays 100%.
The aforementioned surcharges are not accumulative and the higher surcharge
The provider or his advisor will keep records of billable daily working hours based on expenses by precisely indicating the worked position pertaining to the contract in an activity report or a working time list. On request, the client is given access to these activity reports.
For services, which the provider or his consultant do not conduct at the agreed workspace (in case of doubt, we refer to the client ‘s head office), separate travel times, costs, expenses and, where applicable, accommodation and sustenance costs are billed according to the following standard: Economy Class (More than 3 hours flight time: Business Class); train – 1st class; car according to mileage – mileage: EUR 0.50 per kilometre driven; hotel – according to expenditure, max. 4 star plus breakfast is included; public transport, rental car as well as taxis and parking fees – according to expenditure; daily rates in accordance with applicable tax regulations. Travel times from the 2nd hour are calculated per hour at one twelfth of the daily rate.
All prices and costs are exclusive of the applicable statutory value added tax rate. Payments are due
immediately upon submission of an invoice or billing to the client without deduction.
6. Impediments to Performance, Delay or Impossibility of Implementation
The provider or his consultant is in default with his services if the explicit completion dates are agreed as fixed dates and the provider or his consultant is responsible for exceeding them.
The provider or his consultant is not responsible for the unforeseeable loss of staff or auxiliary staff (also staff from the client) who are required to complete the project, missing information in accordance with §3 or §4, force majeure or any other events occurring at the close of the contract that were not foreseeable and which make the agreed service impossible or unreasonable, even if only temporarily. Force majeure includes, for example, strikes, lockouts, blocked transport routes, large-area communication’s network failures, death or illness of major project participants or similar circumstances that are directly or indirectly affected by the provider or his advisor.
If performance impediments are of a temporary nature, the provider or his advisor is entitled to extend the contractual fulfilment of the contractual obligations by the duration of the hindrance. If, on the other hand, a provision of services is permanently rendered impossible by force majeure, the provider or his adviser will be released from his contractual obligations and terminate the project without delay.
With observance of the agreed notice period by written declaration, the client has the right to terminate the consultancy contract at any time based on any grounds for which the provider or his advisor is responsible. An extraordinary termination is also possible.
The client also has the right to terminate the consulting contract prematurely if the supplier or his consultant were not able to perform a contractually agreed service provision in full or unambiguously late (adhering to the restrictions set-out in § 6). If the consulting contract is prematurely terminated by reasons for which the provider or his advisor is responsible, only the previously provided, self-contained, proven and recognized services as well as associated costs and expenses shall be reimbursed.
If delays due to obstacles contained in § 6 become unacceptable to the client, the client can set a reasonable period for the continuation of the contractual activities to the provider or his consultant, and, after a fruitless expiration of this period, can terminate the contract outright. If the consultancy contract is prematurely terminated due to obstacles resulting from a force majeure or due to any other unforeseeable events, then completed, proven and recognized services as well as all associated costs and expenses will be reimbursed.
Subject to a one-month period of notice and if the client is not, or only insufficiently, given the necessary prerequisites for the contractual performance, the provider or his consultant maintain the right to terminate the contract at any given time by written declaration to the client. This includes, in particular, but not exclusively, violations of the client’s obligation to cooperate. If the consultancy contract is prematurely terminated by reasons for which the customer is responsible, the provider or his advisor receives full payment for all the previously paid, proven and recognized individual agreements as well as the replacement of all ancillary costs incurred as part of the contract fulfilment.
The premature termination of the contractual relationship does not affect secrecy, obligations or other post-contractual loyalty obligations.
8. Guarantee and Liability
The provider or his consultant provides services with the due diligence and accuracy of a proper businessman. The client is aware that any analysis and evaluation of a company or market is based on assessments and evaluations, and that implementation of recommendations may be tardy, incomplete, or even incorrect. The provider or his advisor is therefore not liable if the recommended measures do not lead to the desired economic success.
The Provider or its adviser is liable for demonstrable damages in the case of simple negligence on the part of their organisation, employees or auxiliary persons, if and insofar, as the damages are due to the violation of such obligations which are absolutely necessary to achieve the purpose of the contract. Apart from that, the provider or his consultant is liable for demonstrable damages resulting from default, impossibility of performance, positive breach of obligations, fault on the conclusion of contract and, or from unauthorized actions only if, and insofar, as they are performed by the provider or his advisor or on his behalf or deliberately or grossly negligent.
The liability of the provider or his advisor is limited to only such obvious damages as may reasonably be expected. The liability is limited to the amount agreed upon and already paid by the client for services rendered, but for a maximum of 25 service days or paid daily rates, insofar as the provider or his advisor does not, at the explicit request and for the account of the client, has taken over the damage. The provider or his advisor is not liable for any damages.
Any claims for damages against the provider or his consultant who are not subject to a shorter period of limitation stipulated in § 638 BGB shall expire no later than three years. The limitation period starts with the recognisability of a loss, but at the latest with the conclusion of the contractual activity of the provider or his adviser.
Effective Date: September 2015