General Terms and Conditions for Consulting Contracts with Taipan Consulting GmbH
TABLE OF CONTENTS
§ 1 Scope of application
(1) We (hereinafter: we/us) are a service provider offering consulting services in the areas of CRM systems (such as HubSpot) and other sales and marketing technology for corporate customers.
(2) The following terms and conditions apply to all legal relationships between us and the company.Our General Terms and Conditions apply exclusively. They apply to all offers, deliveries and services provided by us.
(3) Conflicting terms and conditions of the company that deviate from our general terms and conditions shall not apply. If we carry out the delivery or service incumbent upon us in the knowledge of such terms and conditions of the company, we shall not recognize such terms and conditions of the company which are not contradicted by these General Terms and Conditions.
(4) These General Terms and Conditions shall only apply to companies in accordance with § 14 BGB.
(5) Future amendments to the contract shall be made in text form.
§ 2 Conclusion of contract/contractual content
(1) The company can book/arrange a preliminary meeting on my website. On this basis, I will provide the company with a consulting offer, stating the exact content of the consulting, the scope of the consulting and the fee. I send this offer to the company together with the GTC; the consulting contract is concluded upon acceptance by the company in text form or verbally.
We are entitled, at our own discretion, to perform the service ourselves or to have it performed by competent third parties as subcontractors.
(2) Our services are specified in detail in our offer and may include the following services in particular:
- Advice on the selection of a suitable CRM system
- Advice on and support during implementation
- Advice on and support during the operation of the selected CRM system
Only the service description in our offer shall be authoritative.
(3) The contract is concluded in person, by means of remote communication, on our website or in any other way.
(4) We are entitled to withdraw from the contract for consulting services if there is an important reason in the person of the company or its management for refusing to participate.
(5) Notwithstanding § 312 g para. 1 no. 1 to 3 BGB, the company is not entitled to the provision of technical means to correct its order, separate information on the technical steps to conclude the contract, information on the storage of the contract, the available languages and codes of conduct as well as an immediate confirmation of its order.
§ 3 Payment/Default
(1) The company shall pay the contractually agreed remuneration for the consultancy. If no such remuneration has been agreed, the hourly rate specified by us shall apply, or alternatively the customary, appropriate remuneration.
(2) All prices to companies are net prices plus the applicable statutory value added tax, unless otherwise agreed.
(3) In addition, the company is obliged to reimburse our actual expenses and disbursements incurred for the performance of our services against proof; we are also entitled to invoice according to the tax-recognized flat rates (e.g. for travel expenses).
Travel expenses are charged as follows:
- Car: 0.30 Euro per km
- Rail: 1st class
- Flight: Economy within Germany, business for flights over 5 hours
- Hotel: 4 stars
Travel time is regarded as calculable project time.
(4) The contractual remuneration shall only apply insofar as contractual services are listed enumeratively in our offer. Additional services are to be remunerated according to the contractual rates in accordance with the offer, or alternatively according to the appropriate remuneration customary in the location.
(5) We are entitled to demand a down payment of an appropriate amount when the order is placed. We are entitled to demand reasonable payments on account for parts of the service already rendered to the Company and to issue partial invoices in this respect.
(6) Payment by the Company shall be due immediately. The Company is advised that it shall be in default no later than 30 days after receipt of the invoice. If the company is in default of payment, we shall be entitled to the statutory claims, in particular to interest in accordance with § 288 BGB (currently 9% above the base interest rate) and the lump sum specified therein (currently EUR 40), which shall be offset against any further legal costs.
(7) The company may only offset if its counterclaims have been legally established, are undisputed or have been recognized by us or the right to offset is based on rights of the company due to incomplete or defective performance from the same contractual relationship.
(8) We are authorized to exercise a right of retention for all claims arising from the business relationship with the company.
§ 4 Content and location of consulting services
(1) The objects listed in the offer are the subject of our consultation. Items not listed there are not subject to our advice. If necessary, the company must book additional advice in related areas independently. In particular, we do not provide any legal or tax advice or review. The company must consult a lawyer or tax consultant for this purpose.
(2) A review of the company's information for accuracy, completeness or correctness or to carry out our own research is not part of the contract. We are generally entitled to assume that the information, figures and supplies provided by the company are correct. If we recognize an inaccuracy or incompleteness, a necessary review by us shall be remunerated additionally in accordance with § 3.
(3) The illustration and description of the consultation and any consultation location on our website are for illustrative purposes only and are only approximate. No guarantee is given for complete compliance.
(4) We are entitled to make adjustments to the content or the course of the consultation for technical reasons, for example if there is a need to update or further develop the content, provided that this does not result in a significant change to the content and the change is reasonable for the company.
(5) We are entitled to change the time and place of the announced consultation, provided that the change is communicated to the company in good time and is reasonable for the company.
§ 5 Cooperation of the company
(1) Before placing the order, the company is obliged to inform us of all laws, standards and other regulations which we are to observe for the provision of the service.
(2) The company is obliged to participate in the analysis, consultation and support. The company is obliged to answer our questions regarding information required for the consultation in a timely, complete and truthful manner. The company is obliged to provide us in good time with the information and materials required for the performance of the services (e.g. access to locations, companies, databases, software, passwords, general or specific instructions, materials to be used or other agreed materials provided by the company. If necessary documents require prior arrangement by us, this shall constitute additional expenses to be remunerated in accordance with § 3.
(3) The company agrees that we may name the service for the company with its name and logo as a reference, provided that this does not conflict with the company's confidentiality interests. The company is entitled to revoke this consent with effect for the future if it has a legitimate interest in the revocation.
(4) The company is obliged to keep agreed consultation appointments and to inform us of any obstacles to appointments as soon as they become known.
(5) The company shall not directly or indirectly entice away, hire, employ or otherwise engage employees, subcontractors or workers of ours for a period of two years. If the company culpably breaches this obligation, it shall be obliged to pay a contractual penalty of EUR 5,000 in each individual case. We reserve the right to claim further damages; the contractual penalty shall be offset against the damages.
§ 6 Default of acceptance and legal consequences of non-cooperation
(1) If the company fails to fulfill one of its obligations to cooperate as agreed, the resulting consequences, such as additional services and delays, shall be borne by the company. We may charge the company for the additional work performed in accordance with § 3; this also applies to reasonable waiting times.
(2) The company is advised that we work on a project basis and do not take on more than a certain number of projects at the same time. If the company defaults on its obligations to provide, cooperate or accept, we shall be entitled to postpone the time of performance. This applies in particular if this results in a conflict with other projects that have already been scheduled.
(3) Should a delay of more than three weeks occur in the realization of our services caused by the company, the company shall be obliged to pay us for the services rendered up to that point and to additionally remunerate us for the additional time required to familiarize ourselves with the project upon resumption of the project in accordance with the contractually agreed, or alternatively the customary, appropriate remuneration.
(4) If the company fails to meet its obligations to cooperate even after the fruitless expiry of a grace period, we may withdraw from the contract and claim damages in lieu of performance. This includes in particular the remuneration already earned and the lost profit (or the unearned overhead contribution) less expenses saved by us.
(5) If the company terminates the contract without good cause, or if the company otherwise unjustifiably refuses further performance of the contract by us, or if the company is otherwise in default of acceptance, the company shall be obliged to pay the agreed remuneration less what we have saved in expenses and have acquired or maliciously failed to acquire through other use of our labor. Due to the project-related scheduling by us, it may not be possible to acquire the work elsewhere in the short term. Alternatively, we shall be entitled to 5% of the part of the remuneration attributable to the service not yet rendered.
§ 7 Cancellation of consulting hours by us, force majeure
(1) We are entitled to cancel consultation appointments if we or a third party service provider engaged by us are prevented from providing the consultation on the agreed date, e.g. due to riots, strikes, lockouts, natural disasters, storms, traffic obstructions, pandemics, epidemics or illness, which prevent us from providing the consultation on the agreed date through no fault of our own. The same applies as long as we are otherwise prevented from providing advice for reasons of force majeure.
(2) We are obliged to inform the company as soon as possible of a possible cancellation.
(3) In the event of a cancellation in accordance with paragraph 1, the company shall not be entitled to compensation.
(4) In the event of a cancellation, we will offer the company an alternative date if necessary. If no agreement can be reached on this, we will reimburse the company for any remuneration already paid for the canceled part of the service.
§ 8 Copyright and industrial property rights
(1) Insofar as our consulting result establishes a protectable right for us, the company shall receive a simple license to use the consulting result for the contractual purposes. If the company wishes to be granted further rights, in particular the right of reproduction, making available, public reproduction, publication, editing or redesign or other exploitation rights, these shall be remunerated separately.
(2) Insofar as we are entitled to a copyright to the results, the company is obliged to name us as the author, unless otherwise contractually agreed.
(3) All of our consulting documents are protected by copyright. This applies to our content on our website, lectures, presentations, scripts and other documents. The company is not entitled to reproduce, distribute or publicly reproduce such documents.
(4) The company may not pass on our consulting documents, our presentations or other elaborations or results of the consultation to third parties. If we give our consent to such disclosure, the disclosure shall be made by the company solely in the interest of and on behalf of the company. The third party is not thereby included in the scope of protection of the consultancy agreement.
§ 9 Deterioration of the company's assets
(1) If, after conclusion of the contract, we become aware of facts that call into question the solvency of the company, we shall be entitled to demand full payment of the agreed remuneration or the provision of suitable security before continuing with the execution of the order.
(2) If the company is in arrears with the payment of an invoice, we are entitled to suspend further performance until the remuneration has been paid or sufficient security has been provided for the remaining remuneration. If the company does not comply with the request for payment or provision of security within a reasonable period of time, we shall be entitled to terminate the contract without notice for good cause. Further claims on our part remain unaffected.
§ 10 Confidentiality
(1) Only information, data, plans or other documents of the company which the company has expressly marked as confidential shall be subject to a confidentiality obligation on our part.
(2) The confidentiality obligation shall not apply if the information is generally known or is or becomes generally known through no fault of our own or becomes generally known through no fault of our own, if we have acquired the information requiring confidentiality independently and without using the company's information or if the law or an authority requires disclosure on the basis of a statutory provision.
§ 11 Liability on our part
(1) We cannot guarantee a certain success of the consultation. This applies in particular to business advice, which always depends on the adaptation, implementation and circumstances.
(2) The results of our advice depend to a considerable extent on the cooperation of the company. We generally assume that the information and documents provided by the company and the figures submitted are complete and correct, unless we were forced to recognize any inaccuracies.
(3) Our opinions, advice and recommendations only prepare the entrepreneurial or personal decision of the company. Under no circumstances can they replace them.
(4) In the case of consultations held online, we shall only be liable for the proper feeding of data into the Internet at our access point. We are not liable if the properly fed data does not reach the company in sufficient quality. In particular, we are not liable for the company's reception configuration or errors made by network operators.
§ 12 Mediation
(1) In the event of disputes arising from the business relationship between us and the company, the parties are obliged to seek an amicable solution. If an agreement cannot be reached, they undertake to settle their differences in mediation before taking legal action. The possibility of summary proceedings by way of interim legal protection remains unaffected. The simple non-payment of remuneration without giving reasons is not a dispute within the meaning of this paragraph.
(2) If one party requests mediation from the other party, both parties are obliged to agree on a mediator within eight days. If this agreement is not reached within this period, a lawyer mediator - whereby primarily those mediators who offer online mediation should be chosen - shall be appointed by the President of the Bar Association or a representative at the Contractor's registered office at the request of one of the parties. This is also the location of the mediation, unless the Bar Council proposes online mediation. The language of mediation shall be German, unless all parties agree on another language.
(3) Legal recourse (or an alternatively agreed arbitration procedure, if applicable) is only permissible if the mediation has failed because (a) the parties mutually declare the mediation to be terminated, (b) further negotiations are refused by one party after the first mediation session, (c) the mediator declares the mediation to have failed or (d) an agreement is not reached within 3 months of the start of the first mediation session, unless the parties extend the deadline by mutual agreement.
(4) The parties shall bear half of the costs of an unsuccessful mediation internally vis-à-vis the mediator. Notwithstanding this provision in relation to the mediator, the parties are at liberty to demand reimbursement of these costs and those of any accompanying legal advice as legal costs in subsequent proceedings, in which case the respective decision in the dispute shall apply. If an agreement is reached, the agreed cost regulation shall apply.
§ 13 Data protection
(1) Contract data (e.g. name, address and e-mail address, any services used and all other data transmitted electronically or for storage that is required for the execution of the contract) is collected for the contract in accordance with Art. 6 para. 1 lit. b GDPR, insofar as it is necessary for the establishment, content or amendment of a contract.
(2) The contract data will only be passed on to third parties if it is necessary (in accordance with Art. 6 para. 1 lit. b GDPR) for the fulfillment of the contract, if this corresponds to the overriding interest in an effective service (in accordance with Art. 6 para. 1 lit. f GDPR) or if consent (in accordance with Art. 6 para. 1 lit. a GDPR) or other legal permission exists. The data will not be transferred to a country outside the EU unless the EU Commission has established a level of data protection comparable to that in the EU, consent has been given or the standard contractual clauses have been agreed with the third-party provider.
(3) Data subjects can request information about the stored personal data free of charge at any time. You can request the correction of incorrect data at any time (including by supplementing it) as well as the restriction of its processing or the deletion of your data. This applies in particular if the purpose of the processing has expired, a required consent has been revoked and no other legal basis exists or the data processing is unlawful. The personal data will then be corrected, blocked or deleted immediately within the legal framework. You have the right to withdraw your consent to the processing of personal data at any time. This can be done by informal notification, e.g. by email. The revocation does not affect the legality of the data processing carried out up to that point. Transfer of the contract data in machine-readable form can be requested. If an infringement of the law is feared as a result of the data processing, a complaint may be lodged with the competent supervisory authority.
(4) In principle, the data will only be stored for as long as is necessary for the purpose of the respective data processing. Further storage may be considered in particular if this is still necessary for legal prosecution or for legitimate interests or if there is a legal obligation to retain the data (e.g. tax retention periods, statute of limitations).
§ 14 Place of jurisdiction/place of performance
(1) If the company is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the customer at his place of residence or business.
(2) Unless otherwise stated in the order confirmation or the contract, our place of business shall be the place of performance.
Version 2022.09.10