General terms and conditions of diligenZ management consulting GmbH
General terms and conditions
I. Scope
The general terms and conditions apply to all contracts and consultancy assignments between diligenZ management consulting GmbH and its principals.
II. Scope and performance of the contract
1. The object of the contract is the respective agreed service, not a particular economic outcome. diligenZ management consulting GmbH is entitled to use third parties to perform the contract.
2. Legal or tax consultancy is not the object of this contract.
III. Duty of disclosure of the principal
The principal has to ensure that, even without it being expressly requested, all of the documents and information necessary to perform this contract are submitted or reported in good time to diligenZ management consulting GmbH and that notice is given of all procedures and circumstances which could be of importance for the performance of the contract. This also applies to the documents, procedures and circumstances which only become known by the principal during the performance of the activity by diligenZ management consulting GmbH.
IV. Protection of intellectual property
1. It is the responsibility of the principal that surveys, organisational plans, designs, drawings, tables and calculations, in particular dimension and cost calculations, produced by diligenZ management consulting GmbH within the scope of this contract are only used for its own purposes and do not reach third parties, unless this formed the object of the contract in accordance with the provisions.
2. The passing on of statements, estimates or plans of diligenZ management consulting GmbH (reports, surveys and suchlike) to third parties requires the written approval of diligenZ management consulting GmbH, unless there is already consent to pass onto certain third parties in the content of the contract.
3. The use of the results of work performed by diligenZ management consulting GmbH for advertising purposes is not permitted; an infringement entitles diligenZ management consulting GmbH to terminate the contract relationship without notice.
V. Liability
1. diligenZ management consulting GmbH is excluded from liability for negligence. For wilful intent, gross negligence, injury to life, body and health, statutory liability remains. Information and clarifications by telephone are only binding with confirmation in writing.
2. A claim for damages can with exception of wilful damage only be claimed within a preclusion period of twelve months after the claimant has gained knowledge of the damage and the event causing the claim, at the latest though within three years after the event causing the claim. The claim expires if an appeal has not been made within a period of six months from the written rejection of the indemnification.
VI. Duty of secrecy towards third parties, data protection
1. diligenZ management consulting GmbH is obliged in accordance with the laws to maintain secrecy concerning all facts which it becomes aware of in relation to its activity for the principal, irrespective of whether it concerns the principal itself or its business relationships, unless the principal releases diligenZ management consulting GmbH from this duty of secrecy or this is not reasonable in accordance with the contents of the contract.
2. diligenZ management consulting GmbH may only hand over reports, surveys and other written statements concerning the results of its activity to third parties with the consent of the principal.
3. diligenZ management consulting GmbH is authorised to process personal data entrusted to it within the scope of performing contracts or to have the data processed by third parties, which for their part are obliged to maintain professional secrecy. For the rest the passing on of data requires the approval of the principal.
VII. Default of acceptance and failure to cooperate by the principal
If the principal is in default of acceptance for the services provided by diligenZ management consulting GmbH or the principal fails to cooperate in accordance with these provisions or any other obligation, diligenZ management consulting GmbH is entitled to terminate the contract without notice. The right of diligenZ management consulting GmbH to claim compensation for the damage caused due to the default of acceptance or the failure to cooperate by the principal remains unaffected.
VIII. Payment
1. diligenZ management consulting GmbH is entitled to the payment of the agreed fee and a flat-rate 15% of the fee as compensation for expenses. International flights and entertainment expenses are expressly not included in the flat-rate compensation for expenses; VAT is charged in principle in addition to all amounts. diligenZ management consulting GmbH can demand appropriate advances of the payment and compensation for expenses and make the performance of its service dependent on the full settlement of the claims. Several principals are liable as joint debtors.
2. A balancing of accounts against the debts of diligenZ management consulting GmbH for payment and compensation for expenses is only permitted with undisputed or legally-established debts.
IX. Retaining and publishing of documents
diligenZ management consulting GmbH retains the documents surrendered to it or prepared by it in relation to the performance of a contract and the correspondence exchanged concerning the contract with due care for the duration of up to twelve months after the end of the contract.
X. Applicable law
Only German law applies to the contract, its performance and the claims resulting from it. The place of jurisdiction is Dusseldorf, in so far as the principal can reach an agreement on this.