General Terms and Conditions (GTC) of kommitment GmbH & Co. KG
kommitment GmbH & Co. KG
(hereinafter referred to as kommitment)
kommitment provides independent and autonomous consulting services for clients.
1.1 The following general terms and conditions (GTC) are the basis and part of all contracts with kommitment. Third-party terms and conditions of business and purchase are only valid insofar as they correspond to these GTC; if they amend or annul these GTC, they are only valid if kommitment has confirmed this in writing.
1.2 These general terms and conditions also apply to additional and change orders sent by fax or e-mail after the conclusion of the contract.
2. Service contract
2.1 The details of the business relationship between the client and kommitment are agreed in a written contract ("service contract"). This contract contains the service description, the duration and period of the service provision, the remuneration owed as well as the co-operation obligations of the client.
2.2 Unless otherwise agreed, the Service Agreement shall be concluded by means of a written offer to the Principal to provide the Services and a written acceptance of this offer (i.e. by letter or e-mail). If the acceptance of the offer takes place within the binding period of the offer, the service contract shall be concluded directly. Otherwise, a written order confirmation by kommitment is required.
3. Offers and remuneration
3.1 The offers made by kommitment are subject to change and are non-binding. All prices quoted are exclusive of the statutory value added tax.
3.2 Remuneration is based on a fixed price or on a time and material basis. Invoicing on a time and material basis shall be agreed if the service contract does not expressly provide for a fixed price.
3.3 Remuneration based on days worked shall be based on eight working hours without breaks. When calculating the remuneration on the basis of hours worked, the calculation shall be based on each quarter of an hour or part thereof.
3.4 The remuneration per working day varies with the scope of the order and activity. Depending on the scope of the order and activity, the working day is charged at EUR 900.00 (net) to EUR 2,500.00 (net). The rate applicable to the respective service contract is part of the offer to the Principal.
4. Third-party and ancillary costs
4.1 Insofar as this is not expressly excluded in the service contract, kommitment can demand, in addition to the remuneration, the reimbursement of all ancillary costs connected with the execution of the contract. Incidental costs include travel expenses such as travel, flight and accommodation costs as well as catering costs and other incidental travel costs.
4.2 In principle, kommitment is responsible for selecting the means of transport and the place of accommodation, whereby expenses are to be reimbursed in accordance with the maximum tax limits.
4.3 Unless otherwise agreed, travel time will be charged at 50% as working time, travel expenses insofar as they are incurred.
4.4 Services and incidental expenses will be invoiced separately.
5. Terms of payment
5.1 All claims are due according to the period stated on the invoice. The statutory value added tax is shown separately in all invoices.
5.2 If the agreed services are rendered in parts, a corresponding partial payment is due.
5.3 Confirmed deadlines shall be deemed to have been agreed as binding. If bindingly agreed dates are cancelled by the customer, the full amount of the cancelled dates may be invoiced.
5.4 The Client shall be in default if he fails to settle the invoice within ten days of the due date.
5.5 If payment deadlines are exceeded, kommitment is entitled to charge interest on arrears of 5%, even without a reminder. If the customer is in arrears with the payment of the fees or a not insignificant part of the fees for two consecutive months, kommitment can terminate the contractual relationship without notice.
5.6 kommitment is entitled to offset payments against older debts of the contracting partner, regardless of the legal basis for these. If costs have already been incurred, kommitment is also entitled to offset payments first against the costs and then against the main service. kommitment reserves the right to assert further claims due to delayed payment.
6. Delays in performance
6.1 kommitment is not responsible for delays in performance due to force majeure and due to events which make performance considerably more difficult or impossible for kommitment - this includes in particular strikes, lockouts, official orders, the failure of communication networks of other operators, disruptions to the line network in the area of communication service companies, etc., even if they occur with suppliers or contractors of kommitment or their sub-suppliers / sub-contractors - even in the case of bindingly agreed deadlines and dates.
6.2 Delays in delivery and performance due to force majeure and due to events which make performance considerably more difficult or impossible for kommitment, entitle kommitment to postpone the delivery or performance for the duration of the delay, plus a reasonable start-up time. In the event of service failures due to a disruption outside of kommitment's area of responsibility, no reimbursement of fees will be made.
6.3 kommitment is not responsible for delays in services due to force majeure and circumstances in the client's area of responsibility and entitles kommitment to postpone the provision of the affected services for the duration of the hindrance plus an appropriate restart time.
7. Changes to services
7.1 The client is entitled to demand changes in the scope of services. kommitment will check whether the desired changes are feasible and reasonable. kommitment will submit an offer for the changed services. The change will be ordered separately by the client.
7.2 The agreed performance deadlines are generally extended by the calendar days (plus a reasonable restart period) during which kommitment examines the Client's change requests, prepares change offers or conducts negotiations on changes.
8. Duties to cooperate
8.1 The service contract will provide for duties to cooperate. The Principal shall perform all specified duties to cooperate at its own expense.
8.2 The Principal shall designate contact persons and deputies who shall manage the performance of the contractual relationship in a responsible and expert manner.
8.3 Delays for which the CL is responsible shall be deemed to be changes which may lead to higher expenses.
9.1. kommitment is liable for intent and gross negligence. kommitment is only liable for slight negligence in the event of a breach of an essential contractual obligation (cardinal obligation) and in the event of damage resulting from injury to life, body or health.
9.2 In the case of slight negligence, liability is limited to the damage typical for this type of contract, which could be expected at the time of the conclusion of the service contract based on reasonable commercial assessment. The liability is limited to the total value of the order.
10 Data security
10.1 As far as data is transmitted to kommitment - in whatever form - the customer makes backup copies of it. The work computers and servers of kommitment are regularly backed up.
10.2 In the event of a loss of data, the client is obligated to transmit the relevant data files again to kommitment free of charge. The customer is aware that it is possible for all participants in the transmission path to intercept transmitted data; the customer accepts this risk. Unless expressly agreed otherwise, the information submitted to kommitment is not considered confidential.
10.3 If kommitment uses third parties to provide the services offered, kommitment is entitled to disclose the data of the contractual partners if this is necessary for the provision of the service.
11. Rights of use
11.1 The results of the services are the intellectual property of kommitment. This applies in particular to concepts, workshop materials and consulting content.
11.2 Suggestions of the client or other cooperation do not justify a joint copyright.
11.3 The results of these services may not be changed, neither in the original nor in the reproduction, without permission. Any imitation, also of parts, is inadmissible.
11.4. kommitment transfers to the client the rights of use necessary for the respective purpose. The respective purpose is described in the service contract. Unless otherwise agreed, the simple right of use is transferred. This permits any other use by kommitment.
11.5 Until the remuneration has been paid in full, the client is only permitted to use the services provided on a revocable basis. kommitment can revoke the use of such services for the duration of the delay if the client is in arrears with the payment of the remuneration.
11.6 Any use which exceeds the scope of the contract requires the written consent of kommitment.
11.7 If the use is made without this consent, kommitment is entitled to demand compensation for damages at the usual market rate for the further use.
12 Published contents
12.1 With the transmission of data, the client releases kommitment from any liability for the content and guarantees that no material will be transmitted which infringes the rights of third parties. It is not possible for kommitment to carry out a detailed case-by-case examination of whether third party claims are justified or unjustified.
12.2 The client therefore already agrees that kommitment is entitled to block access in the event that third party claims for injunctive relief are raised or the client is not the undoubted legal owner of the published documents or programs.
12.3 In the event that the client publishes content which is suitable to injure the honor of third parties, to insult or denigrate persons or groups of persons, kommitment is entitled to immediately block access to the entire offer, even if there is no actual legal claim.
12.4 The same applies if the content could violate the law of the Federal Republic of Germany or the USA according to the general sense of justice. However, it is up to the customer to prove the actual harmlessness of the contents. As soon as this has been provided, the offer will be reactivated.
13.1 kommitment may name the client as a reference customer on the website and in other media.
13.2 The services provided by kommitment may be used by the client and kommitment for their own marketing and advertising purposes. Any further commercial use by the client is only permitted with the express written consent of kommitment.
13.2 kommitment is entitled to have the services agreed upon in the service contract carried out in whole or in part by third parties. In the case of the involvement of a third party, kommitment, as a contractual partner, guarantees the proper fulfillment of the contractual obligations towards the OP. The client accepts the services rendered by the third party as services rendered by kommitment.
14. Final provisions
14.1 All changes and additions to contractual agreements must be recorded in writing for proof purposes. Cancellations must be made in writing.
14.2 Should individual provisions of the agreements be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The parties shall replace the invalid provision by a valid provision which comes as close as possible to the economic purpose of the invalid provision. The same shall apply to any loopholes in the agreements.
14.3 The law of the Federal Republic of Germany shall apply.
14.4 The place of performance and jurisdiction is Hamburg.