1.1 The general terms and conditions (GTC) apply to all offers and contracts between business//acts and their clients concerning examinations, assessments and consultations, the subject of which is the provision of advice and information in the planning, preparation and implementation of business or technical decisions and projects, as well as other services and orders, including all other services in connection therewith, such as the creation of individual software, software extensions and the provision of standard software, unless otherwise expressly agreed in writing or required by law.
1.2 Excluded from this are legal and tax advice as well as activities which are reserved by law for other professions protected by professional ethics.
1.3 If offers or contracts of business//acts contain deviations from these general terms and conditions, the contract rules offered or agreed upon differently shall apply before the general terms and conditions.
1.4 General terms and conditions of the client shall only apply if this has been expressly agreed in writing. This also applies if business//acts does not expressly object to their inclusion.
2.1 The subject of the order is the agreed activities or objects to be produced as specified in the contract, but not the achievement of a specific economic success. The services provided by business//acts are deemed to have been rendered when the necessary analyses, the resulting conclusions and the recommendations have been prepared and explained to the client, or the object to be produced has been handed over to the client and accepted. It is irrelevant whether or when and by whom the conclusions or recommendations are implemented or whether the object to be created is actually used by the client. The productive use of a created object is equivalent to a formal acceptance of the implementation.
2.2 At the request of the client, business//acts must provide information on the status of the execution of the order or give an account after execution of the order. If business//acts is required to present the results of its activities in a written report, only the written presentation shall be authoritative. Oral statements and information provided by business//acts employees outside of the placed order are always non-binding. If business//acts is to prepare a comprehensive written report, in particular for presentation to third parties, this must be agreed and commissioned separately.
2.3 business//acts carries out all orders with the greatest care and always in relation to the given situation and the needs of the client, whereby the execution of the order is in accordance with the principles of proper professional practice.
2.4 business//acts is obligated to reflect the situation of the company in the surveys and analyses correctly and completely with regard to the issue at hand. Data supplied by third parties or by the client are only checked for plausibility. Conclusions and recommendations to be derived from the surveys and analyses are made to the best of our knowledge and according to accepted rules of science and practice. The recommendations are presented in an understandable and comprehensible manner.
2.5 Unless otherwise agreed upon, business//acts may use the services of experts for the execution of the order, whereby business//acts shall always remain directly obligated to the client. business//acts shall employ suitably trained staff with the necessary expertise and shall continuously supervise and monitor them during the execution of the order. Otherwise, business//acts shall decide at its own discretion which employees are to be deployed or replaced.
3.1 business//acts will take into account requests for changes made by the client, provided that this is reasonable within the business//acts' operational capacities, especially with regard to effort and time planning.
3.2 Insofar as the examination of the possibilities for changes or the realization of the desired changes have an effect on the contractual conditions, in particular on the expenditure of business//acts or the time schedule, the parties agree on an appropriate adjustment of the contractual conditions, in particular an increase in remuneration and postponement of dates. Unless otherwise agreed, business//acts will in this case continue to carry out the work without consideration of the desired changes or at its own discretion until the contract is adjusted.
3.3 If an extensive examination of the additional work is necessary, business//acts may request a separate assignment for this purpose.
3.4 Changes and additions to the order must be made in writing to be effective. Minutes or file notes of relevant meetings or the project status will do justice to this, provided they are signed by the authorized representatives of both parties. Minutes or file notes without signatures are considered accepted unless the client objects to them within 14 calendar days of receipt.
4.1 business//acts is obliged by law to maintain secrecy about all information designated as confidential or business and trade secrets of the client that become known in connection with the order. Disclosure to third parties not involved in the execution of the order may only take place with the written consent of the client.
4.2 business//acts is authorized to process the personal data entrusted to it or have it processed by third parties within the scope of the purpose of the order and in compliance with data protection regulations.
4.3 business//acts undertakes to obligate all persons employed for the execution of the order in writing to comply with the data protection regulations according to § 5 BDSG (data secrecy).
4.4 The client is obligated to treat all knowledge of business secrets and data security measures of business//acts obtained within the scope of the contractual relationship confidentially and not to disclose them to third parties under any circumstances. This obligation shall continue to exist after the end of a contractual relationship.
4.5 The above obligations of the parties to the contract do not include: protected ideas, concepts, experience and other techniques arising from the performance of the contract and relating exclusively to data processing, as well as other knowledge and information that is in the public domain.
5.1 The client is obliged to support business//acts to the best of his ability and to create all the necessary conditions in his business sphere for the proper execution of the order; in particular, he must make available in good time all documents and information necessary or relevant to the execution of the order. This also applies to documents, procedures and circumstances that only become known during the activities of business//acts.
5.2 At the request of business//acts, the client must confirm in writing the correctness and completeness of the documents submitted by him as well as his information and verbal statements in a declaration formulated by business//acts.
5.3 Both parties shall appoint a contact person who is responsible for all relevant questions and decisions in connection with the legal requirements of data protection.
6.1 The remuneration for the services of business//acts is calculated according to the time spent on the activity (time fee) or agreed in writing as a fixed price. Unless otherwise agreed, business//acts is also entitled to reimbursement of expenses necessary for the performance of the activities, such as reimbursement of travel expenses, in addition to claims arising from the provision of services or delivery of goods. The general basis for remuneration is set out in the current price list of business//acts. Details on the method of payment are regulated in the contract.
business//acts may demand reasonable advances on remuneration and reimbursement of expenses and make delivery of the service to be provided dependent on full satisfaction of the claims.
6.2 Other support services, e.g. telephone support, will be invoiced according to the currently valid price list at the end of the respective month, unless otherwise agreed. business//acts reserves the right to change prices for services to be provided in the future, if a change in cost factors or a decline in value of the consideration justifies this.
6.3 In the case of long-term contracts, the current price list of business//acts shall apply. business//acts is entitled to adjust prices with a notice period of 4 weeks. If the price change exceeds the usual market prices to a more than insignificant extent, the client may terminate the contract.
6.4 All claims are due upon invoicing and are payable immediately without deductions - unless otherwise stipulated in the contract. Invoices are net plus the separately shown, statutory value added tax at the applicable rate and taking into account the applicable special regulations for invoices to customers outside Germany, the EU or worldwide.
6.5 Several clients (natural and/or legal persons) are jointly and severally liable.
6.6 A set-off against claims of business//acts for remuneration and reimbursement of expenses is only permissible with undisputed or legally established claims.
7.1 Insofar as the services can be repaired, business//acts shall remedy any defects for which it is responsible, insofar as this is possible at reasonable expense. The client has to inform business//acts of any defects immediately in writing, at the latest within 6 months after the service has been rendered.
7.2 Only if the rectification of defects fails, the client may also demand a reduction of the remuneration or rescission of the contract. If the order has been placed by a merchant within the scope of his trade, a legal entity under public law or a special fund under public law, the client may only demand the cancellation of the contract if the service rendered is of no interest to him due to the failure of the rectification. For claims for damages beyond this, § 8 of these General Terms and Conditions shall apply.
7.3 Obvious inaccuracies, such as typing errors, arithmetical errors and formal deficiencies can be corrected at any time by business//acts, also towards third parties.
8.1 business//acts is liable to the client, regardless of the legal basis, for damages caused intentionally or by gross negligence.
8.2 business//acts shall only be liable for slight negligence in the event of a breach of material contractual obligations. In this case, liability for damages untypical for the contract is excluded. For a single case of damage it is limited to a maximum of 20,000 €. An individual case of damage shall be deemed to be the sum of the damage claims of all those entitled to claim, which result from a single, temporally coherent, delimitable and insofar uniform service. If, due to an order, its environment or its dependencies, a risk of damage to be classified differently is foreseeable, an increase in liability through other safeguards can be agreed by mutual consent.
8.3 All claims for damages become time-barred after 2 years at the latest. The period of limitation begins with the recognition of a damage, at the latest, however, after completion of the contractual activity.
9.1 The client undertakes to use the expert opinions, reports, organization charts, drafts, drawings, lists and calculations, in particular masses and cost calculations, produced by business//acts within the scope of the order only for the contractually agreed purposes and not to publish them or pass them on to third parties without express consent in individual cases, unless consent to pass them on to a specific third party is already evident from the content of the order. The use of the services provided for companies affiliated with the client requires an express written agreement.
9.2 As far as work results are subject to copyright, business//acts remains the legal owner. In these cases, the client receives the irrevocable, exclusive and non-transferable right of use of the work results, which is limited only by paragraph 1 sentence 1 and is otherwise unrestricted in time and place.
11.1 Events of force majeure, which make performance significantly more difficult or temporarily impossible, entitle the respective party to extend the performance of its services by the duration of the hindrance and a reasonable (re)startup time.
11.2 Industrial disputes and similar circumstances shall be deemed equivalent to force majeure insofar as they are unforeseeable, serious and are not the fault of the parties. The parties shall notify each other immediately of the occurrence of such circumstances.
13.1 If the client is in default of accepting the service offered by business//acts or if the client fails to provide the cooperation required of him, business//acts is entitled to terminate the contract without notice.
13.2 The right of business//acts to compensation for additional expenses incurred by the client as a result of the delay or failure to cooperate remains unaffected, as does the right to compensation for damages incurred by business//acts, even if business//acts exercises its right of termination.
14.1 business//acts shall have a right of retention of the documents provided until all claims have been settled in full, the exercise of which, however, would be contrary to good faith if the retention would cause the client disproportionately high damage which cannot be justified when weighing up the interests of both parties.
14.2 After settlement of the claims arising from the contract, business//acts shall, upon request, surrender all documents that the client or a third party has handed over to business//acts in connection with the execution of the order. This shall not apply to correspondence between the parties and to simple copies of reports, organization charts, drawings, lists, calculations etc. made within the scope of the order, provided that the client is in possession of the originals.
14.3 The obligation of business//acts to store the documents expires six months after the delivery of the written request for collection. Otherwise, it shall be three years, and in the case of documents retained in accordance with § 14.1 five years after the end of the contractual relationship.
15.1 All clients agree in principle that business//acts may use their name as a reference to completed projects including corporate logo on marketing documents (online and offline). This implicit release must be consciously contradicted.
15.2 Contract amendments or supplements to these general terms and conditions must be made in writing. This also applies to changes to this written form clause.
15.3 The law of the Federal Republic of Germany shall apply exclusively to all claims arising from the contract.
15.4 Amendments and supplements to these Terms and Conditions or to the contract must be made in writing and must be expressly identified as such.
15.5 Should individual provisions of these General Terms and Conditions of Business not be legally effective or become effective at a later date, or should a contractual loophole become apparent, the remaining provisions of the contract shall remain unaffected. In such a case, the parties undertake to replace the invalid provision or loophole by such a valid provision which comes closest to the economic purpose of the invalid provision of both parties.
15.6 The place of jurisdiction for all disputes arising from or in connection with this contract, its annexes and the General Terms and Conditions of Business is Cologne. The same place of jurisdiction shall apply if the client has no general place of jurisdiction in Germany, relocates its registered office or domicile or usual place of residence outside Germany after conclusion of the contract, or if its registered office, domicile or usual place of residence is unknown at the time the action is brought. business//acts shall, however, remain entitled to bring an action or proceedings at the client's registered office.