General Terms and Conditions
1. Scope
1.1. The following general terms and conditions apply to all legal transactions of Cntxt GmbH, based in Frankfurt am Main, hereinafter referred to as the “Consultant”, with its contractual partner, hereinafter referred to as the “Client”. Deviating general terms and conditions of the Client shall not apply.
1.2 The Consultant provides services in the field of business consulting, in particular in the areas of strategic planning, controlling, restructuring, and start-up consulting.
2. Scope of Services and Reporting Obligation
2.1 The detailed description of the services to be provided results from the order confirmation, its annexes, and any service descriptions of the Consultant. All mentioned documents are integral parts of the consulting contract concluded between the parties.
2.2 The Consultant’s services are rendered when the required analyses, the resulting conclusions, and the recommendations have been developed and explained to the Client. It is irrelevant whether or when the conclusions or recommendations are implemented.
2.3 Events of force majeure that significantly impede or temporarily make the performance impossible, or obstructions due to a lack of cooperation by the Client, entitle the Consultant to postpone the fulfillment of its performance for the duration of the obstruction plus a reasonable start-up period. Labor disputes and similar circumstances are equivalent to force majeure, insofar as they are unforeseeable and severe. The parties shall notify each other immediately of the occurrence of such circumstances.
2.4 Upon request by the Client, the Consultant shall provide information on the status of the order execution. If the Consultant is to prepare a comprehensive written report, in particular for submission to third parties, this must be agreed upon separately.
3. Changes to the Order
3.1 Changes and supplements to the order must be made in writing.
3.2 As long as the changes are not recorded in writing, the Consultant shall carry out the work without considering the change requests.
3.3 The Consultant is obliged to take the Client’s change requests into account, provided this is reasonable within the scope of its operational capacities, in particular with regard to the effort and timing. Any resulting additional costs shall be remunerated in accordance with section 4.2. of these General Terms and Conditions.
4. Remuneration
4.1. The remuneration agreed upon in the order confirmation shall apply. Unless otherwise determined by the contract, payments are due immediately upon invoicing and without any deduction. The Client shall be in default solely by a reminder from the Consultant or, if the time of payment is determined by the calendar, by non-payment at the agreed time. Upon default, the Consultant shall be entitled to default interest at a rate of 10 percentage points above the base interest rate. The right to assert further damages remains unaffected.
4.2 If the Client changes or cancels orders, work, planning, and the like, or changes the prerequisites for the provision of services, the Client shall reimburse the Consultant for all resulting costs and indemnify the Consultant from all liabilities towards third parties.
4.3 If the Client withdraws from the contract before the start of the order processing, the Consultant may demand a reasonable portion of the agreed fee as a cancellation fee.
4.4 All amounts to be paid are subject to the statutory value-added tax at the currently applicable rate.
4.5 External costs, disbursements, and expenses are to be reimbursed separately to the Consultant upon submission of corresponding receipts.
5. Client’s Duties to Cooperate
5.1 The Client is obliged to support the Consultant to the best of its ability in the sense of a trusting cooperation and to create all prerequisites necessary for the proper execution of the order in its operational sphere; in particular, the Client must provide all documents and information necessary and significant for the execution of the order in a timely manner. The Client shall inform the Consultant immediately of all circumstances that occur during the course of the project execution and that may influence the processing.
5.2 Upon request by the Consultant, the Client shall confirm in writing the accuracy and completeness of the documents submitted by it, as well as its information and verbal statements.
5.3 The Client shall involve or commission other service providers in connection with this order only in agreement with the Consultant.
5.4 The Client undertakes not to employ or commission any employees or former employees of the Consultant who were deployed in connection with the execution of the order before the expiry of 24 months after the end of the cooperation.
6. Consultant’s Liability
6.1. The Consultant is liable only for damages caused by it or its vicarious agents intentionally or through gross negligence.
6.2. Liability for slight or simple negligence exists only in the event of a breach of essential contractual obligations. In this case, liability is limited to the typical damages foreseeable at the time of the conclusion of the contract or at the latest when the breach of duty was committed. Liability for damages untypical for the contract is excluded.
6.3 The Client’s contractual claims for damages against the Consultant shall expire in 2 years from the date the claim arises.
7. Confidentiality and Data Protection
7.1 The Consultant undertakes to treat all knowledge obtained on the basis of this order, in particular concerning company data, balance sheets, plans, documents, and the like, as strictly confidential for an unlimited period of time and to oblige both its employees and any third parties involved by it to maintain absolute silence in the same way.
7.2 The Client agrees that contents of the contract and services created within the framework of this contract may be electronically stored and processed by the Consultant in compliance with data protection regulations. Both parties undertake not to forward any electronically stored or other data to third parties.
8. Protection of Intellectual Property
8.1 The reports, plans, drafts, lists, and calculations prepared by the Consultant may only be used for the contractually agreed purposes. Any non-contractual use of these services, in particular their publication, requires the prior written consent of the Consultant. This also applies if the service provided is not the subject of special statutory rights, in particular copyright.
8.2 In the event of a breach of the provisions of section 8.1, the Consultant shall be entitled to an additional fee in an amount appropriate to the circumstances.
9. Duration of Contract, Notice Periods
Unless otherwise agreed, the contract may be terminated with a notice period of 14 days to the end of the month. The right to termination without notice for good cause remains unaffected. Termination must be made in writing.
10. Right of Retention and Storage of Documents
10.1 Until full payment of its claims, the Consultant has a right of retention on the documents left to it.
10.2 After settlement of its claims arising from the contract, the Consultant shall return all documents handed over to it by the Client or a third party on the occasion of the execution of the order. This does not apply to correspondence between the parties or simple copies of reports, organizational plans, drawings, lists, calculations, etc., prepared within the scope of the order, provided the Client has received the originals.
10.3 The Consultant’s obligation to store the documents expires six months after delivery of the written request for collection, otherwise three years, and in the case of documents retained according to section 10.1, five years after the end of the contractual relationship.
11. Final Provisions
11.1 The Client is not entitled to assign its claims arising from the contract.
11.2 Offsetting or the assertion of a right of retention by the Client is only permissible with or in the case of recognized or legally established counterclaims.
11.3 Changes and supplements to these terms or the contract must be made in writing and must be expressly identified as such.
11.4 The law of the Federal Republic of Germany applies. The place of performance and jurisdiction is Frankfurt am Main.