AGB.
General Terms and Conditions of bridge builders GmbH
Summary
§ 1 Scope of application
- These General Terms and Conditions apply to all contracts between bridge builders GmbH and its clients. Conflicting or deviating terms and conditions of business, contract and/or purchase are not recognized unless their validity is agreed to in writing.
- Insofar as individual contractual agreements have also been made between the contracting parties, these shall take precedence over the provisions of these General Terms and Conditions. These General Terms and Conditions shall then only apply in a supplementary manner if and insofar as nothing or nothing to the contrary is regulated in the individual contract.
- These GTC shall also apply to all future contractual relationships, even if no express reference is made to them in an offer from bridge builders.
- Deviating general terms and conditions of the Client shall only apply if bridge builders has expressly recognized them in writing.
§ 2 Services provided by bridge builders
- The contracting parties agree that bridge builders GmbH only owes the provision of services, but not the production of a work or the achievement of a specific result. The contracting parties further agree that the exclusively contractual nature of bridge builders GmbH’s obligation to provide services shall not change even if bridge builders GmbH undertakes to record the results of its services in writing and to prepare and hand over corresponding reports, studies and the like. Unless expressly agreed otherwise, such written reports, studies and the like shall in particular not constitute expert opinions, but shall only reflect the essential content of the process and the result of the services.
- bridge builders GmbH is entitled to use expert third parties as subcontractors to carry out the order. The network of cooperation partners can mainly be viewed on the bridge builders GmbH website. Cooperation with partners is communicated in advance for each order and, if necessary, during a project. The contracting parties further agree that bridge builders GmbH does not owe or provide any legal advice, tax advice or services belonging to the activities of auditors. Insofar as bridge builders GmbH ensures the provision of such activities by engaging appropriate professionals via its network, it acts only as an intermediary without itself becoming a debtor/contractual partner for such activities.
- The contracting parties agree that bridge builders GmbH is not obliged to check the information, data or documents provided to it in writing or verbally for their factual or mathematical accuracy, completeness or correctness. However, if bridge builders GmbH recognizes that the information, data or documents provided to it in writing or verbally are obviously incorrect, incomplete or improper, it will point this out.
- The client is entitled to have any defects rectified. This claim must be asserted immediately. bridge builders GmbH must be given the opportunity to rectify the defect.
- The scope of the consulting services depends on the written offer from bridge builders.
- Offers are valid for four weeks, unless otherwise stated in the offer.
- By accepting the offer, the client agrees that the services offered by bridge builders GmbH may include recommendations, but that bridge builders is not responsible or liable for their implementation or for decisions based on or serving the implementation of the recommendations.
- The contract is concluded when the offer submitted by bridge builders is accepted and the client receives a corresponding order confirmation.
§ 3 Retention of documents
bridge builders GmbH is no longer obliged to retain the documents handed over to it by the client for the purpose of providing the services owed if three years have passed since the date of termination of the contractual relationship or if six months have passed since a written request to the client to collect the documents.
§ 4 Duty to cooperate
- The client is obliged to support bridge builders GmbH to the best of its ability, in particular to provide all information and documents necessary for the execution of the order and to create all conditions necessary for the proper execution of the order in its sphere of operations. The client shall provide correct and complete information. This also applies to all information, data, processes and circumstances that only become available or known during the consultancy work.
- The client is also obliged to name one or more persons to bridge builders GmbH who are authorized to make all declarations necessary for the provision of the service owed in a binding manner for the client.
- The relationship of trust between the client and bridge builders GmbH requires that bridge builders is kept fully informed about previous and/or ongoing consultations in connection with the consulting services to be provided.
- The client shall ensure that all requirements as set out in the offer are correct.
- The client shall make all decisions that are necessary for the provision of the agreed consulting services in a timely manner and obtain any necessary approvals (e.g. approvals from the group management, the supervisory board, the employees, the works council, etc.).
- The Company and its representatives are solely responsible for, among other things:
performing all management functions and making all management decisions,
selecting a competent member of management to oversee the services of bridge builders,
evaluating the appropriateness and results of these services on behalf of the Company,
taking responsibility for the results of these services, establishing and maintaining internal controls that include, without limitation, bridge builders’ activities. - If the agreed consulting services are provided on the client’s premises, the client shall provide the necessary office infrastructure free of charge and ensure that all organizational framework conditions are in place and that undisturbed provision of services is guaranteed.
- If the client violates its obligations to cooperate or if other circumstances beyond bridge builders’ sphere of influence exist that prevent bridge builders from providing the agreed consulting services, an agreed schedule (milestone) shall be postponed.
- In addition, bridge builders is entitled to charge the Customer for any additional costs (e.g. idle times of the employees deployed).
§ 5 Implementation of the consulting services
- bridge builders GmbH owes the provision of the consulting services specified in the offer, but not a specific economic success.
- bridge builders GmbH is entitled to regard the information and documents provided by the client as correct and complete. Unless expressly agreed otherwise, bridge builders is not obliged to identify inaccuracies.
- bridge builders GmbH will endeavor to comply with the Client’s request for the deployment of certain employees and network partners, but expressly reserves the right to deploy and reassign employees and network partners at its own discretion, as is appropriate, expedient and possible for the provision of the services.
- bridge builders GmbH is entitled to have agreed services performed in whole or in part by cooperation partners or expert third parties.
§ 6 Data protection, data transmission
- The client agrees that the exchange of data and information in the collaboration with the client and with all project participants may also take place via unencrypted e-mails. If the Client does not wish data to be sent via unencrypted e-mails and e-mail attachments, it shall inform the Contractor of this in writing – either in individual cases or in general. In this case, e-mail attachments are sent in encrypted form, which the client can only open with a password. If encryption is required, encryption and decryption methods that can be used with standard software (in particular MS Office, Apple Mail) without additional installations must be used both for sending data from the Client to the Contractor and vice versa.
- bridge builders GmbH is entitled to automatically collect, process and store personal data entrusted to it by the Client and its employees within the scope of its activities and – within the scope of the subject matter of the order – to transfer such data to a service computer center or other suitable third parties for further order data processing. If third parties are involved, bridge builders GmbH must ensure that they are obliged to maintain confidentiality. This is done with an internal data protection declaration.
- The client is aware that the content of unencrypted emails or their attachments may be read by unauthorized third parties. Nevertheless, the client agrees to communication and the transmission of documents by unencrypted e-mail. Should the client wish to use a different communication technology, he shall inform bridge builders GmbH accordingly.
§7 Rights of use, protection of intellectual property, confidentiality
- All documents provided by bridge builders in paper or electronic form (in particular offers, analyses, statements, expert opinions, etc.) are the intellectual property of bridge builders. The client acknowledges the exclusive rights of bridge builders to the documents, whether or not the documents are protected by copyright, trademark or competition law.
- The client may use the documents provided during and after termination of the contractual relationship exclusively for its own business purposes that are covered by the contract and the specifically agreed scope of services. The client is not entitled to change analyses, statements, expert opinions, etc. of bridge builders.
- Without the prior written consent of bridge builders, the client is prohibited from passing on the documents in whole or in part to third parties, publicly reproducing them, quoting from them or referring to them to third parties. This also applies if the client has obtained the consent of bridge builders, if the economic environment and the relevant framework conditions have changed since the consent was obtained and/or the consultancy service is now outdated. The only exception to this is if applicable laws, regulations, rules and professional obligations prevent a restriction on disclosure.
- In the event of a breach of points 2 or 3, bridge builders shall be exempt from any liability for any resulting damages.
- The relationship of trust between the client and bridge builders requires strict confidentiality. With regard to this contract and all information provided in connection with this consultancy agreement which has been designated as confidential by the disclosing party, the recipient undertakes to protect the confidential information adequately or in accordance with the applicable professional principles, to use it only for the performance of this contract and to reproduce it only to the extent necessary for the performance of the contract. Confidentiality does not apply to information that is already known to third parties or the recipient.
- bridge builders GmbH, its employees and the cooperation partners involved undertake to maintain confidentiality about all matters that become known to them in connection with their work for the client.
- bridge builders GmbH may only hand over reports, expert opinions and other documents relating to the activity and its results to third parties with the consent of the client.
- The obligation to maintain confidentiality shall also apply for the period after termination of the contract. Exceptions to this are cases in which there is a legal obligation to provide information or if bridge builders has been expressly released from the obligation of confidentiality by the client.
§ 8 Rights to the work results
- bridge builders GmbH shall be exclusively entitled to all copyrights or rights arising from supplementary protection under competition law to all documents created by bridge builders GmbH for the purpose of providing the services owed.
- The client is only permitted to use, reproduce and publish such documents created by bridge builders GmbH for the purpose of providing the services owed for its own operations for the contractually stipulated purposes.
- The forwarding of the work results of bridge builders GmbH to third parties requires the written consent of bridge builders GmbH, unless the consent to forwarding is already evident from the content of the order.
§ 10 Remuneration
- Unless otherwise agreed (offer with order confirmation or project remuneration agreement), the usual remuneration and the reimbursement of expenses in the usual amount shall be deemed agreed.
- bridge builders GmbH is entitled to invoice the work performed every 30 days after the start of the contractual relationship and subsequently every 14 days. Unless otherwise agreed, the fee is due immediately after invoicing.
- Value added tax will be charged at the statutory rate.
- Several clients for the same order shall be jointly and severally liable for the remuneration.
- Upon payment of invoices from bridge builders GmbH by the client or third parties commissioned by the client, the claims asserted with the respective invoice shall be deemed to have been acknowledged. Claims for repayment are excluded.
- If the order ends before it is fully executed, bridge builders GmbH shall receive a proportion of the remuneration corresponding to the scope of its work performed up to the end of the order. If the order is terminated prematurely for reasons for which the client is responsible, bridge builders GmbH is additionally entitled to 90% of the remuneration to which it is entitled for this period for the period from the termination of the order to the expiry of the agreed ordinary notice period. The contracting parties have the option of proving a lower or higher loss.
- The invoicing of all services for an entire project – including the use of a network partner – is carried out by bridge builders GmbH.
- Any travel expenses incurred by bridge builders employees and cash expenses will be charged separately.
- Unless otherwise agreed, invoices are due for payment immediately without deduction.
- Any objections to invoices must be made in writing to bridge builders GmbH within seven days of receipt. Failure to raise objections within this period shall be deemed to be an acknowledgement of the invoice.
- In the event of late payment, bridge builders shall be entitled to charge interest on arrears at a rate of 8.0% above the prime rate. In addition, bridge builders shall be entitled to temporarily suspend ongoing services and to withdraw from the contract following an unsuccessful reminder. The client shall bear all reminder and collection charges and legal costs incurred and necessary for appropriate legal action.
§ 11 Expenses
- The services of bridge builders GmbH and possible network or cooperation partners are provided at the locations and business premises of bridge builders GmbH or the network partner. If required or by agreement, the service can also be provided at other locations. Costs arising from the provision of services at locations specified by the client, such as travel costs or accommodation costs, shall be borne by the client. The choice of means of transportation or accommodation is the responsibility of the client. Travel costs by car are charged at EUR 0.60 per kilometer. Unless expressly agreed otherwise in writing. The Contractor shall bear any additional costs arising from the choice of a different means of transport or accommodation.
- The reimbursement of further expenses and outlays incurred in providing the services owed must be agreed in writing between the client and bridge builders GmbH.
§ 12 Confidentiality
bridge builders GmbH undertakes to maintain confidentiality about all facts that come to its knowledge in connection with the execution of the order, unless the client releases it from this obligation. a release takes place in accordance with the law.
§ 13 Liability
- bridge builders GmbH is only liable for the final report to the extent agreed below, insofar as there is an intentional or grossly negligent breach of duty, and under no circumstances for interim reports, including e-mails and other communications communicated during the project period.
- bridge builders GmbH shall only be liable for damages if intent or gross negligence can be proven. Liability for slight negligence is excluded in any case. This also applies if bridge builders uses third parties to fulfill the contract.
- Under no circumstances shall bridge builders be liable for loss of profit, consequential damages, indirect damages or pure financial losses of any kind.
- Furthermore, the liability of bridge builders is limited to the amount of the order, up to a maximum of EUR 50,000. A single claim is understood to be the sum of the claims for damages of all beneficiaries resulting from a single payment. bridge builders shall also only be liable for damages incurred within the scope of several similar, uniform services due to several breaches based on the same professional error up to the order amount or up to a maximum of EUR 50,000.
- If, in the opinion of the client, the potential volume of damage exceeds the aforementioned amount, bridge builders will, at the request of the client, attempt to take out supplementary insurance to the existing liability insurance to cover this risk, provided that the client pays the insurance premium incurred for this.
- Any claims for damages must be asserted in court within three months of becoming aware of the damage, but no later than three years after the event giving rise to the claim.
- If bridge builders calls in a third party, e.g. a data processing company, a marketing agency, a software manufacturer, a tax office, a chartered accountant or a lawyer to provide its consultancy services and has informed the Client of this in writing, bridge builders shall be released from liability and only the third party called in shall be liable to the Client for the damage for which it is responsible.
- Any liability of bridge builders towards persons other than the client is expressly excluded. If documents from bridge builders are passed on to third parties with their consent, this shall not give rise to any liability on the part of bridge builders towards the third party. Should bridge builders GmbH exceptionally be liable to a third party, the above limitations of liability shall apply not only in the relationship between bridge builders and the client, but also to the third party. In the event that a third party asserts a claim for damages against bridge builders, the customer shall indemnify and hold bridge builders completely harmless.
§14 Termination of the contractual relationship
- Unless otherwise agreed, the contractual relationship may be terminated by either party with 30 days’ notice to the end of the month. Any termination must be in writing to be effective.
- bridge builders reserves the right to terminate the business relationship with immediate effect, in whole or in part, by means of written notification, if it becomes apparent that, due to a change in legislation, case law or other regulations or due to a change in other circumstances (including changes in the ownership structure of the client (in the case of companies), the continuation of our assignment would be unlawful, in particular if the continuation of the assignment would be in conflict with independence provisions or professional principles.
- The Client shall reimburse bridge builders for the services rendered and expenses incurred up to the expiry of the contractual relationship and shall compensate bridge builders for all costs and expenses incurred in connection with the termination.
§ 15 Final provisions
- All claims arising from or in connection with this contractual relationship shall be governed exclusively by German law.
- The place of jurisdiction is the registered office of bridge builders GmbH. However, the latter may also sue the client at its general place of jurisdiction.
- Should individual provisions of these terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions. The contracting parties are then obliged to agree a replacement provision that comes as close as possible to the economic purpose of the invalid clause.
- bridge builders is entitled to include the client’s company and the project in its reference list, i.e. to mention or list the company name, company logo or trademarks and a general description of the project to third parties. The Client agrees to provide information to a reasonable extent after prior notification via bridge builders.
- The client is not entitled to transfer rights or obligations arising from this contract to third parties without the prior written consent of bridge builders. bridge builders GmbH is entitled to transfer rights and obligations arising from this contract to a member of the bridge builders network (https://bridgebuilders.de/netzwerk) with debt-discharging effect without the separate consent of the client.
- bridge builders GmbH uses high-quality technology to recognize and filter out unwanted e-mails (spam). Nevertheless, it can happen that an e-mail is mistakenly classified as spam. bridge builders GmbH can therefore not guarantee that e-mails from the client will actually reach the intended recipient.
