GTC

§ 1 Scope
1.1. These General Terms and Conditions are applicable to all contracts concluded between

4proma KG
PROCESS & PROJECT MANAGEMENT
Otto-Lilienthal-Strasse 36
71034 Böblingen, Germany - (Vendor)

and the Client.

1.2. The Client's terms and conditions will the applied only to the extent that their inclusion is agreed in writing.
§ 2 Object of the contract / Scope of performance
2.1. The object of the contract are the agreed consulting activities identified in the description of services of the consultant contract.
2.2. Upon request of the Client, the Vendor must provide information about the status of contract fulfillment and upon fulfillment of the contract render an account by means of a written report that reflects the major course of events and results of the consulting activities.
If the Vendor is required to produce a comprehensive written report, particularly for presentation to a third party, this must be agreed and compensated separately.
2.3. Data provided by third parties or the Client are checked only for plausibility.
2.4. Unless agreed otherwise, the Vendor may engage expert sub-contractors for contract fulfillment, whereby the Vendor remains directly obligated to the Client at all times.
The Vendor must deploy employees who possess the necessary technical knowledge. The Vendor will use his own judgment about which employees he will deploy or replace.
§ 3 Changes to the service
3.1. The Vendor is obligated to accommodate the Client's requests for change to the extent that this is reasonable within the framework of his operational capacities, especially with regards to costs and scheduling.
3.2. If the review of the potential changes or realization of desired changes affect the contractual agreements (particularly the Vendor’s costs or schedule) the parties will agree to an appropriate adjustment of the contractual conditions, in particular increased compensation and extension of the deadlines (Change contract). In this case, unless agreed otherwise, the Vendor will proceed with the work without regard for the desired change until the contract is adjusted.
3.3. If an extensive review is necessary to determine the additional cost, the Vendor can request for this to be done separately.
§ 4 Discretion / Privacy
4.1. The Vendor is obligated for an indefinite period of time to maintain discretion over all of the Client’s information or business and operational secrets, designated as confidential, that he becomes aware of in connection with the contract. Forwarding to third parties not involved with fulfillment of the contract may occur only with the written approval of the Client.
4.2. The Vendor assumes responsibility for committing all persons he employs in fulfillment of the contract to uphold this regulation.
4.3. The Vendor is authorized to process or hire the processing of personal data entrusted to him within the framework of the purpose of the contract in observation of privacy regulations.
§ 5 The Client’s obligation to cooperate
5.1. The Client is obligated to support the Vendor within the scope of his abilities and to create all of the necessary conditions for proper contract fulfillment within his operational sphere; in particular he must provide all important documents and documents necessary for contract fulfillment in a timely manner.
5.2. The Client must, upon request of the Vendor, confirm in writing the correctness and completeness of the provided documents and of his statements and verbal declarations.
§ 6 Compensation / Payment terms / Offsetting
6.1. All claims are due immediately upon receipt without discounts. Legal sales tax must be added to all prices and identified separately in the invoices.
6.2. Multiple Clients (natural and/or legal persons) are jointly and severally liable.
6.3. Offsetting against the Vendor’s claims for compensation and reimbursement of expenses is permissible only with undisputed or legally defined claims.
§ 7 Removal of flaws
To the extent that the services require improvement, the Vendor will remove any flaws for which he is responsible, to the extent that this is possible for him with an appropriate level of cost. The Client must specify any flaws immediately in writing, but no later than four weeks after performance.
§ 8 Liability
8.1. In the case of the Vendor’s violation of obligations, the Vendor, his organs, and his managing employees are liable to the Client only for damages caused in a premeditated or grossly negligent manner, regardless of legal ground. There will be liability for slight negligence only if major contractual obligations are violated.
8.2. If other Vendor employees (simple assistants) violate obligations, the Vendor will be liable to the Client only for damages caused in a premeditated manner, regardless of legal ground. There will be liability for gross negligence only if major contractual obligations are violated.
8.3 In cases of slightly negligent violation of a major obligation by the Vendor, his organs, and his managing employees or a grossly negligent violation of a major obligation by a simple assistant, the Vendor will be liable only in the amount of typically predictable damages in consideration of all significant and detectable conditions.
8.4 Damage compensation claims according to the German Produkthaftungsgesetz (Product Liability Law) or those resulting from violation of life, limb, or health are not affected by the preceding limitations of liability (8.1, 8.2, and 8.3).
8.5. Liability is limited to no more than 250,000.00 euro for an individual case. An individual case is defined as the sum of damage-compensation claims of all persons entitled to make claims resulting from a single, temporally-related, delimitable, and therefore uniform service.
If a significantly higher risk of damage can be foreseen, the Vendor is obligated to offer the Client a higher liability sum, whereby he can adjust his compensation accordingly. The Vendor will not be liable for the Client’s improper utilization or implementation of the services or recommendations contained within the framework of the services or in the work documents .
8.6. Damage-compensation claims by the Client against the Vendor expire in two years after emergence of the claim and knowledge thereof or from the point in time at which the Client should have detected the damage claim, but in all cases five years after emergence of the claim. Shortening of the expiration does not apply in cases of premeditation or malice.
§ 9 Protection of intellectual property
9.1. The Client ensures that reports, organizational diagrams, drafts, drawings, compilations, and calculations created by the Vendor within the framework of the contract will be used only for the contractually agreed purposes and will not be reproduced, edited, translated, reprinted, forwarded, or distributed without explicit approval in individual cases. The use of delivered consultation services for companies associated with the Client requires explicit written agreement.
9.2. To the extent that work results can be copyright protected, the Vendor remains the owner. In these cases, the Client will receive the right to use the work results, limited only by paragraph 1 section 1 but otherwise temporally and geographically unlimited, irrevocable, and nontransferable.
§ 10 Allegiance
10.1. The parties commit themselves to mutual loyalty. They will immediately inform each other about all conditions that appear as the project progresses and may significantly affect its handling.
10.2. In particular they will forgo hiring or otherwise procuring the services of employees or former employees who are or were active in completing the contract for a time period of twelve months after completion of the relationship.
10.3. The Client is obligated to immediately inform the Vendor of any knowledge he receives about the intention of any of the Vendor’s employees involved in fulfillment of the contract to resign or make other changes.
§ 11 Acts of God
Acts of God that significantly hinder or temporarily prevent fulfillment authorize the respective party to delay fulfillment of their obligations for the duration of the hindrance and a reasonable start-up period. Acts of God include labor disputes and similar conditions to the extent that they are unforeseeable, severe, and without fault. The parties will immediately inform each other about the appearance of such conditions.
§ 12 Right of retention / Storing of documentation
12.1. The Vendor has the right to retain documents given to him until full payment of his claims, however the exercising of this right will be in bad faith if the retention will inflict upon the Client disproportionately high damages that are unjustifiable in consideration of both interests.
12.2. Following compensation of his claims from the contract, the Vendor must return all documentation that the Client or a third-party has given to him in order to fulfill the contract. This does not apply to correspondence between the parties or to simple copies of reports, organizational diagrams, drawings, compilations, calculations, etc. created within the framework of the contract to the extent that the Client has received the originals.
12.3. The Vendor’s obligation to retain documents expires six months after receipt of the written collection request, otherwise three years, or in the case of documentation retained according to 12.1, five years after ending of the contractual relationship.
§ 13 Relinquishing rights from the contract
The Client may relinquish rights from the contractual relationship with the Vendor only after advance written approval.
§ 14 Changes to the contract
Changes and amendments to these Terms or the contract must be made in writing and must be explicitly identified as such.
§ 15 Severability clause
If any of the stipulations in the consultant contract or General Terms and Conditions are invalid, the remaining terms and stipulations will remain in effect.
§ 16 Applicable law
All legal disputes or legal claims resulting from or in connection with the General Consulting Conditions are subject to German law under exclusion of all international and supranational legal orders, in particular UN commercial law.
§ 17 Place of jurisdiction

The place of jurisdiction for all disputes resulting from the contractual relationship is Stuttgart, Germany to the extent that the Vendor is a general merchant, legal person according to public law, or a public-legal special entity.