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General Terms and Conditions of
Simon Executive Consultants GmbH

§ 1 Scope of Application

These General Terms and Conditions apply exclusively to all business dealings with the Client and are automatically acknowledged by the Client through the placing of an order. Any terms and conditions of the Client conflicting with or diverging from these General Terms and Conditions will not be recognised unless Simon Executive Consultants GmbH (hereinafter referred to as SEC) has given its explicit consent to them in writing. These General Terms and Conditions will also apply when SEC is aware of terms and conditions of the Client conflicting with or diverging from these General Terms and Conditions and performs its services without reservation.

§ 2 Order Placement, Performance

  1. The basis for the business relationship is the relevant consultancy agreement or written agreement between SEC and the Client in which the scope of the service due and the remuneration are specified.
  2. The Client may place orders by telephone, by post, by fax or by email. The Client will receive written order confirmation after the order has been received. The order is deemed to be accepted with the order confirmation and a consultancy agreement is then deemed to exist. The order confirmation determines the date by which the service due by SEC is to be performed.
  3. In individual cases SEC reserves the right to call in external consultants. However, in such cases the consultancy agreement will continue to exist between SEC and the client unless otherwise agreed.
  4. Amendments and changes to quotations and orders must be made in writing by both parties and will become part of the contractual terms and conditions between SEC and Client as a supplementary agreement.

§ 3 Remuneration

  1. All prices quoted by SEC are subject to the statutory rate of VAT, currently 19%, which will be indicated separately.
  2. The entitlement to payment arises for each individual service as soon as this has been performed by SEC. All services performed by SEC that are not explicitly indicated as being included in the price are additional services charged separately.
  3. Remuneration is due immediately on receipt of the invoice by the Client.
  4. The Client will be deemed to have fallen into arrears without any payment reminder being served if he/she fails to settle within ten days after the due date and receipt of invoice. In this case, SEC will be entitled to claim interest for late payment in the amount of the statutory rate of interest.
  5. The Client is only entitled to offset and retain such payments if a claim to them has been legally established and is undisputed. For dissimilar claims, a right of retention is restricted to claims from the same contractual relationship.

§ 4 Time of Service Performance

  1. The agreed deadlines can only be considered as approximate or probable dates that are given to the best of SEC's knowledge. SEC will make every effort to provide its services following confirmation of order receipt exactly in accordance with the date requested by the Client or agreed with him/her in writing.
  2. Failure to meet an agreed deadline will only entitle the Client to assert any claims he/she may be legally entitled to if the Client has set a grace period.

§ 5 Client's Obligation to Cooperate

The Client will provide SEC with all documents, information and materials required for the performance of the agreement in good time.

§ 6 Cancellation Fee

After placing the order, the Client is entitled to withdraw from the agreement without indicating a reason up to one week before the contractually specified commencement of performance. In this case the client must pay SEC the following cancellation fee:

  • up to four weeks before commencement of performance: 50% of the agreed remuneration;
  • up to two weeks before commencement of performance: 75% of the agreed remuneration;
  • up to one week before commencement of performance: 100% of the agreed remuneration.

 

§ 7 Confidentiality

SEC undertakes to observe secrecy with regard to all commercial, business and private matters that become known in the course of its consultancy work. This obligation to observe secrecy applies in the same degree to all its agents, continues to apply after termination of the agreement and can only be revoked by the Client in written form. SEC also undertakes to keep safe all documents provided for the purpose of performing its consultancy work and to protect them from inspection by any third party. Any material, documents etc. provided by the Client will only be returned on written request by the Client.

§ 8 Liability

  1. SEC will not be liable for any damage incurred by force majeure (e.g. power failures, acts of God, traffic disruption, network or server errors, line or transmission disruptions, viruses or disruption to the postal service). The Client bears ultimate responsibility for checking all transferred or transmitted data.
  2. SEC will not be liable for any damage incurred to the Client's hardware or software caused by the unwitting transmission of documents by email, which have been infected by a virus.
  3. SEC will carry out all work it is commissioned to perform with professional and commercial care to the best of its knowledge. However, SEC will not be liable in the event that the success of a measure it proposes fails to come up to the Client's expectations.
  4. Liability will not be accepted for damage and consequential damage due to the Client or a third party having changed or tampered with materials, documents or information provided.
  5. Liability is restricted to intent, gross negligence and the breach of cardinal obligations.
  6. Liability is always limited to the amount of remuneration for the order in question. SEC does not accept liability based on a breach of copyright or on claims asserted by third parties.

§ 9 Severability

Should any provision of these General Terms and Conditions or of an agreement concluded on the basis thereof be or become invalid, the validity of the remaining provisions will remain unaffected. In such cases the parties to the agreement are obliged to cooperate on drawing up a provision that will ensure a legally effective outcome that comes closest to the invalid provision.

§ 10 Applicable Law

All agreements concluded in accordance with these General Terms and Conditions are subject to the laws of the Federal Republic of Germany with the exclusion of UN trade law (CISG United Nations Convention on Contracts for International Sale of Goods dated 11 April 1980).

§ 11 Place of Fulfilment and Jurisdiction

  1. The place of fulfilment is SEC's place of business in Irschenberg.
  2. The exclusive place of jurisdiction for any disputes arising from the contractual relationship is the local court responsible for SEC's place of business provided the Client is a commercial businessperson in terms of the German Commercial Code (HGB), a legal person governed by public law or separate estate under public law or has no place of business or domicile in the Federal Republic of Germany when legal action is taken.

§ 12 Data Protection

  1. SEC and the Client mutually undertake to observe the legal provisions governing data protection when performing the agreement and to extend this duty to observe these provisions to their employees. Both parties mutually undertake to provide evidence for compliance with this obligation on request and in the legally stipulated form to the other contractual party's data protection officer.
  2. All personal details supplied by the Client are given on a voluntary basis. However, by providing telephone and or fax number and email address, the Client consents to SEC being allowed to inform him/her of its consultancy services by this means. SEC may use all the Client's personal details for marketing purposes, in order to conduct internal market research and to inform the Client about products and services. Should the client not agree to this, he/she must submit an objection in writing.