Section 1 Subject of Contract/Scope of Performance

The contracts which we make are service contracts, provided that nothing is expressly agreed to the contrary.

The subject of the order is the agreed performance, not the achievement of a certain business success. In particular, we are not under any obligation to provide a certain business result. The services of [:co-vadis] are deemed to have been rendered when the necessary studies, analyses, workshops, training courses, coaching and the conclusions resulting from the same have been processed with the customer. It is not relevant whether or when the conclusions or recommendations are implemented.

[:co-vadis] is entitled to assign assistants, professional third parties and other vicarious agents to perform the order, although [:co-vadis] always retains its direct obligation to the customer. [:co-vadis] decides at its own discretion which staff will be assigned or replaced. In view of the regulations which apply, we neither promise nor provide consultancy services in legal or taxation matters. These services must be furnished by the customer himself.

We render our services on the basis of the data and information provided by the customer. The warranty for material accuracy and completeness is the responsibility of the customer. 

 

Section 2 Amendments to Services

Any subsequent amendments and additions to the order or the primary work results must be recorded in writing in order to be effective. Minutes of meetings and records of project status are acceptable, insofar as they are signed by the authorised parties for both sides.

[:co-vadis] has an obligation to implement subsequent requests for amendments made by the customer, provided that this is possible without additional costs or postponement of set dates. If this is not the case, [:co-vadis] will furnish details of the necessary extra expense within 14 days. If the customer does not confirm the amendment in writing within a further 14 days, the request for amendment will be deemed annulled.

 

Section 3 Confidentiality/Data Protection

[:co-vadis] has an obligation to maintain confidentiality relating to all business- or customer-related facts of which it learns in connection with performance of the order. This also continues to apply after completion of the order. Without the written consent of the customer, [:co-vadis] may neither disclose such facts to third parties nor use them for its own purposes. This also applies to written statements, in particular order-related reports or recommendations.

For the purposes of the order, [:co-vadis] is authorised to process the personal data with which it is entrusted or to have it processed by third parties, provided that data protection regulations are observed.

 

Section 4 Remuneration/Terms of Payment/Offsetting

If nothing to the contrary is agreed, all the fees quoted do not include travelling costs, expenses and statutory value-added tax. This also applies to fixed-price quotations.

Remuneration for the services of [:co-vadis] will be charged on the basis of the time required for the work (time-based fees) or agreed in writing as a fixed price. Fixed-price quotations are also service offers. Thus fixed prices will be billed proportionately to the time of the project. For projects of a significant size, a first instalment amounting to 30% of the estimated order total may be required when the order is placed. No fee payable in accordance with the degree of success or only in the event of success will be agreed under any circumstances. The fee rates agreed when the order is placed apply for one year.

All liabilities are payable when billed and due immediately without any deductions. Statutory value-added tax must be added to all price information and entered separately in the invoice.

 

Section 5 Warranty

[:co-vadis] will perform all assignments with the greatest possible care, both in compliance with the professional principles of the Federal Association of German Management Consultants (Bundesverband Deutscher Unternehmensberater BDU e.V.) and always tailored to the individual situation and requirements of the customer.

[:co-vadis] warrants that the surveys, analyses and workshops will reflect the situation of the company correctly and completely in relation to the issue on hand.

The conclusions and recommendations derived from the studies are prepared to the best of our knowledge and in accordance with the recognised rules of science and practice. Recommendations will be presented in an easy-to-understand and cogent way.

The customer has a right to the remedying of any defects. If two attempts at reworking are not successful, the customer will hold the statutory rights.

A claim to the remedying of defects must be asserted in writing by the customer without delay. Obvious defects are deemed approved if no written notice of defects is submitted within 2 weeks of termination of work. The claims under the above paragraph will expire at the end of six months after termination of work.

 

Section 6 Cancellation and Inability to Render Services

The customer can cancel agreed events (e.g. days for consultancy, training, workshops and coaching) at any time before they begin. The criterion is the receipt of the cancellation notice, which can be communicated in writing, verbally, by fax or via online services. If an event is cancelled, cancellation fees amounting to a maximum of 100% of the event price will be charged. The amount of the cancellation fees depends on the time of notice of cancellation given by the customer. Thus the following flat-rate cancellation fees will be payable:

* no cancellation fees for cancellation 90 days or more before the beginning of the event

* 50% of the event price for cancellation 89 - 46 days before the beginning of the event

* 100% of the event price for cancellation 45 - 0 days before the beginning of the event.

Section 7 Liability

Our liability for due rendering of services is limited to the partnership and the respective provider of services.

Section 8 Protection of the Intellectual Property of [:co-vadis]

The customer warrants that the reports, organisation plans, drafts, drawings, lists and calculations prepared by [:co-vadis] in the course of the order will only be used for his own purposes and will not be published unless express consent is given in individual cases.

The use of the consultancy services for companies affiliated with the customer is subject to a separate written agreement.

Insofar as work results are copyrightable, [:co-vadis] remains the holder of the copyright. In such cases, the customer receives an irrevocable, exclusive and non-transferable utilisation right to the work results, limited only by paragraph 1 sentence 1 but otherwise unrestricted in terms of time and place.

 

Section 9 Force Majeure

If the [:co-vadis] staff scheduled to perform the project are not available - and this was not foreseeable when individual assignments were allocated -, [:co-vadis] has the right to postpone fulfilment of its obligations for the length of incapability to perform and a reasonable start-up period.

If events of force majeure make performance substantially more difficult or even impossible at times, the respective party is entitled to postpone fulfilment of its obligations for the length of the hindrance and a reasonable start-up period. Labour disputes and similar circumstances are deemed to be the equivalent of force majeure, insofar as they are unforeseeable, serious and not the fault of the party concerned. Each of the parties will notify the other of the occurrence of such circumstances without delay.

 

Section 10 Miscellaneous

All claims resulting from the contract are governed exclusively by the law of the Federal Republic of Germany. Any amendments and additions to these terms must be expressly identified as such and recorded in writing.

If any provisions in these General Terms of Business are or become ineffective, either in whole or in part, the other provisions will not be prejudiced thereby. The parties undertake to replace the ineffective provisions by effective provisions immediately. 

The legal venue – insofar as permissible – and the place of performance is Bremen, Germany.