General Terms &
Conditions .
The following terms and conditions form the basis of the successful cooperation between grandega and its clients. These terms and conditions apply to work and service contracts. The contractual partners are grandega GmbH (hereinafter referred to as grandega), Rahmannstraße 11, 65760 Eschborn (Frankfurt am Main District Court, HRB 114467) and the client (named in the offer/contract). The work and services involve the independent provision of project services in the areas of project management, information technology and/or related areas. The exact contents of the respective order, such as the service description, the time scope and method of implementation as well as the conditions, are defined as part of an order or offer and are contractually agreed upon by the client’s acceptance of this order. The grandega terms and conditions apply to all current and future contractual relationships between the client and grandega. General terms and conditions of the client that deviate from, conflict with or supplement these are not part of the contract, even if the contractor is aware of them, unless their validity is expressly agreed to in writing by grandega. Carrying out services or paying a fee does not constitute such consent.
CONTRACTS AND OFFERS
Unless otherwise stated, the contract is concluded upon receipt of the order confirmation, but at the latest when grandega provides the service. Delivery and service dates or deadlines specified in the contracts are only binding if they have been designated as binding by grandega in writing. All offers from grandega are subject to change unless the offer expressly states otherwise.
PROTECTION OF CONFIDENTIAL INFORMATION
As part of the activity, confidential and non-public information is inevitably exchanged between grandega and the client. Just like the client, grandega will treat this information confidentially at all times and will only pass it on to the respective employees and, if applicable, subcontractors who need this information for their work and who are obliged by a written agreement to protect the confidential information. The confidentiality obligation includes both information regarding pricing and fee rates from grandega. This obligation does not apply to information for which the recipient can provide evidence that this information
a) are or become generally accessible to the public,
b) come from a third party who is not subject to any obligation of confidentiality in relation to them,
c) were or are being developed independently or
d) must be disclosed to ensure compliance with applicable laws and regulations or to comply with judicial, administrative and similar government orders. With respect to paragraph d), the recipient of the information agrees to inform the other party in writing (to the extent permitted by law) of this request and to assist the other party in its efforts to prevent or limit the scope of the disclosure. The client grants grandega an unlimited right to indicate the name and company logo as well as a brief description of the project as a reference object in company brochures and websites.
SAFETY PRECAUTIONS FOR COMPANIES IN THE SAME INDUSTRY
Since grandega works for different companies in the same industry, industry knowledge can be continuously deepened and the ability to assess the strategic challenges faced by grandega’s clients can be continually improved. grandega has taken internal security measures that make it possible to work for clients in the same industry without jeopardizing the fulfillment of obligations to protect the confidentiality of sensitive information received. Accordingly, it is part of grandega’s company policy not to enter into exclusive agreements with individual companies in a specific industry or area. However, grandega takes special precautions if activities are carried out for several clients in the same industry. The affected persons – like all other grandega employees – will always ensure the confidentiality of sensitive information and the grandega recommendations to the client.
RIGHTS TO WORK RESULTS AND INTELLECTUAL PROPERTY
grandega provides all services for the client as a customer and no other party is considered a grandega customer with regard to these services. Final versions of presentations, reports and other documents that grandega makes available to the client become the property of the client (hereinafter referred to as “work results”). grandega retains all rights to the underlying intellectual property contained in the Work Product. Intellectual property includes knowledge of business principles as well as analytical concepts, approaches, methods, models, tools, processes, inventions, ideas and formats that have been developed by grandega employees as part of their work for the client, for other customers or as part of their own research are. By reserving intellectual property rights, grandega can apply professional expertise to the benefit of all customers. Although grandega cannot transfer full ownership rights to intellectual property, grandega hereby grants the client a non-transferable right to use, reproduce and edit grandega’s intellectual property within the company to the extent necessary for the client to use the concepts and recommendations can implement. Public publication, for example via the Internet, magazines or other formats, requires the express written consent of grandega. If the client wants to use tools owned by grandega, additional license conditions must be agreed upon. The client agrees that, as part of the work, grandega can develop methods, problem-solving approaches, framework conditions or other tools, benchmarks, data or information for grandega itself or for third parties. Nothing contained in these Terms and Conditions shall prevent grandega from developing or distributing such materials or information provided that the materials disseminated or disclosed do not contain Client’s confidential information.
DISTRIBUTION OF WORK RESULTS
The client undertakes not to pass on any work results to third parties outside the client’s company without grandega’s prior written consent. Consent may not be refused without reason. Unless required by law, no reference to grandega may be made in prospectuses, proxy statements, issuing statements or similar documents and materials intended for the public without prior written consent.
DUTIES AND OBLIGATIONS OF THE CLIENT
The client ensures that all necessary provision and cooperation services are provided to grandega on time, to the required extent and free of charge. The client provides grandega employees with all necessary support in their work in the company. This support includes, among other things, that the client:
- ensures that a qualified employee is available to provide support at the place of performance
- ensures that the employees employed by grandega are granted free access to the respective hardware and software at the agreed time for the benefit of grandega’s employees,
- ensures that its supplies meet occupational health and safety regulations provides
- grandega employees with the information necessary for their activities in a timely manner provides
- grandega’s employees with sufficient and appropriate work spaces, including work equipment, to the extent that they have to be at the client’s company to fulfill the contract.
grandega ensures that results are delivered on time and with the right quality according to the division of the work packages. grandega makes decisions promptly within the framework of the agreed project and scheduling. Data storage media provided by the client must be flawless in terms of content and technology. If this is not the case, the client will compensate for any damage resulting from the use of these data carriers and release grandega from all third-party claims. If the client does not provide the required cooperation, does not provide it on time or in the agreed manner, the resulting consequences (e.g. delays, additional effort) must be borne by the client. grandega and its vicarious agents are to be indemnified from all third-party claims that are based on the unlawful use of the copyrighted services by the client or are made with the client’s approval, or that arise from data protection or other legal disputes associated with the use of the service. The client will inform grandega immediately in writing if third parties assert a violation of their rights against him. The client will not recognize the violation of rights alleged by third parties and will either leave any dispute to grandega or only conduct it in agreement with grandega. The client must report complaints of defects in writing with a comprehensible description of the error symptoms and, if possible, hand over written records, hard copies or other documents illustrating the defects.
STAFF grandega, SUBCONTRACTORS
The people used to provide the services must be qualified as agreed, but regardless of this, at least in accordance with the purpose of the contract and the task. Regardless of this, grandega will ensure that the employees intended to provide the service have the qualifications that at least correspond to the relevant information and the requirements of the client in the procurement process. Communication with the client takes place in German, unless otherwise agreed. If subcontractors are used in the service of grandega, the new subcontractor will be trained at grandega’s expense. The consent of the client is deemed to have been given for the subcontractors named in grandega’s offer.
- grandega may employ people to fulfill the contract only replace agreed key positions with the consent of the client; The client will declare his consent immediately if the replacement is absolutely necessary and grandega offers a qualified replacement. Replacement is mandatory if continued use is impossible.
- who are not employed in key positions, even without the consent of the client, but only with appropriate consideration of the interests of the person. The replacement person is only considered qualified if he or she has at least the suitability required by the contract. The client can, with justification, request the replacement of a person employed by grandega to fulfill the contract if this person has breached contractual obligations in a more than insignificant manner.
COMPENSATION AND DUE DATE
Remuneration and additional costs are generally net prices plus statutory taxes and duties of currently 19 percent. grandega will only invoice the costs actually incurred. Additional or reduced services will be billed pro rata temporis. Overtime work over eight hours per person day will be invoiced proportionately. Work on weekends and public holidays will be charged at 1.5 times the hourly rate, unless otherwise agreed.
The invoice is issued monthly in arrears for the hours agreed with the client on the basis of a time sheet. Invoices are due 14 days after invoicing without deductions, unless otherwise agreed. The timely receipt of payments is part of the contract.
If remuneration at a fixed price has been agreed, grandega is entitled to advance payments for self-contained parts of the work. The advance payments for the services provided are generally due after completion of the following project phases:
- Start of contract
- First partial delivery
- Provision for acceptance
- Acceptance
If the project lasts longer than 6 months, individual arrangements will be made. In addition to the remuneration, grandega calculates any travel costs incurred on a monthly basis. Travel times are billed according to the agreed hourly rate. For every direct debit that is not redeemed or returned, grandega’s client must reimburse the costs incurred to the extent that he is responsible for the event that caused the costs. The client is only entitled to a right of set-off if his counterclaim has been legally established or is undisputed. The client is only entitled to assert a right of retention due to counterclaims arising from this contractual relationship.
INDEMNIFICATION AND LIMITATION OF LIABILITY
All work results are intended exclusively for internal use by the client. If grandega agrees to the client passing on work results to a third party, it is the client’s responsibility to inform the third party as the recipient that there is no protection of trust with regard to the work results.
Furthermore, grandega is not liable for any claims for damages or other claims asserted by the client or a third party due to or in connection with such a transfer or due to the fact that the third party uses grandega’s work or relies on its accuracy. The client will hold grandega harmless – including in the role as a party or witness – for all actual or threatened claims, losses or expenses arising from or in connection with this disclosure or from the use of grandega’s work or that their accuracy is relied upon (or defended accordingly). Third parties who wish to receive a copy of grandega materials must obtain written consent from grandega in advance.
grandega is only liable without limitation for gross negligence on the part of its legal representatives and/or senior employees and/or for intent. Grandega is only liable for gross negligence on the part of other employees and/or vicarious agents to the extent and in accordance with the liability for simple negligence in accordance with the following liability regulations. Deviating from the above regulations, grandega is liable for damages caused by delay that are due to gross negligence up to a maximum of 500,000 euros, but no more than the amount of the contract volume.
In the event of slight negligence, grandega is liable as follows:
- Liability is limited to damages that could typically be expected to arise within the scope of this contract at the time the contract was concluded.
- Liability for financial losses is excluded.
- The cumulative claims from warranty and liability are generally limited to the amount of the contract volume, up to a maximum of 1.0 million euros.
Neither party shall be liable for any delay or failure to perform due to circumstances beyond its reasonable control. However, this does not limit your obligation to pay the agreed fees for the services provided by grandega. Liability for data loss is limited to the typical restoration effort that would have occurred with regular and risk-appropriate data backup measures. Furthermore, § 254 BGB applies to inadequate data backup by the client
CHANGES TO THE TERMS AND CONDITIONS, SERVICE DESCRIPTIONS AND PRICES
grandega is entitled to change the general terms and conditions, the respective service descriptions or the prices with a reasonable notice period, provided that the change is reasonable for the client, taking grandega’s interests into account. The changes will be communicated to the client in writing. If changes are made to the disadvantage of the client, the client has a special right of termination at the time the change takes effect. In the change notification, grandega informs the client of this special right of termination as well as that the change will become effective if the client does not make use of the special right of termination within the set deadline.
DELAYED PAYMENT
If the client is in arrears with the payment of the fees or a not insignificant part of the fees for two consecutive months, grandega can terminate the contractual relationship without notice. Grandega reserves the right to assert further claims due to late payment.
MATERIAL AND TITLE DEFECTS IN WORK SERVICES
If the execution of the work or service is affected by defects that impair its use in accordance with the contract in a more than insignificant way, the client is initially entitled to repair or new delivery (subsequent performance), at grandega’s discretion. If the client has set a reasonable deadline for supplementary performance after an initial request and grandega refuses supplementary performance or if this fails, the client reserves the right to either cancel the contract or demand a reduction in remuneration with regard to the elimination of the defect. In the event of an insignificant deviation in the service that does not limit the functionality, the client can only demand a reduction in the remuneration. If grandega has provided services to search for defects after reporting a fault and there is no material defect and the client could have recognized this, the client must bear the costs incurred as a result. When calculating the costs, grandega’s remuneration rates applicable at the time the service is provided are used. Liability for material defects expires for services provided by grandega that the client changes or intervenes in in any other way, unless the client proves that the intervention is not the cause of the defect.
The liability for material defects also expires if the client does not immediately notify grandega in writing of a defect after becoming aware of it or if the service is not used under the contractually agreed conditions in accordance with the documentation. A legal defect in the contractual service exists if the rights required for the contractually intended use are not effectively granted. In the event of legal defects, grandega guarantees that it will, at grandega’s discretion, provide the client with a legally flawless opportunity to use the contractual service or take back the contractual service minus appropriate compensation for use. The latter is only permissible if another remedy is unreasonable for grandega. Claims by the client due to the expenses required for the purpose of supplementary performance, in particular transport routes, labor and material costs, are excluded if the expenses increase because the object of the service was subsequently moved to a place of performance other than the contractually agreed place of performance. The customer is entitled to warranty claims against grandega for one year from acceptance of the respective service. This limitation does not apply to claims for damages based on grandega’s breach of claims for subsequent performance in the event of defects. Claims for damages based on refused subsequent performance can only be asserted within the statutory limitation period if the claim for subsequent performance was asserted by the client within the shortened period for claims for material defects. The regulations set out in the liability agreement apply to any claims for damages.
CONTRACT TERM AND TERMINATION OF SERVICE CONTRACTS
If the contract does not provide for a specific contract term, the contract can be terminated by either party with three months’ notice to the end of a calendar quarter. Termination must be made in text form (e.g. by letter or email).
FORCE MAJEURE
grandega is not liable for events of force majeure that make the contractual performance significantly more difficult for grandega, temporarily hinder the proper execution of the contract or make it impossible. All circumstances beyond the will and influence of the contracting parties are deemed to be force majeure, such as natural disasters, government measures, official decisions, blockades, war and other military conflicts, mobilization, civil unrest, terrorist attacks, strikes, lockouts and other labor unrest, confiscation, embargo or other circumstances are unforeseeable, serious and through no fault of the contracting parties and occur after the conclusion of this contract. If one of the contracting parties is prevented from fulfilling its contractual obligations due to force majeure, this will not be considered a breach of contract and the deadlines set in the contract or on the basis of the contract will be extended appropriately in accordance with the duration of the obstacle. The same applies if grandega relies on advance services from third parties and this is delayed due to force majeure. Each party will do everything in its power that is necessary and reasonable to reduce the extent of the consequences caused by the force majeure. The contracting party affected by the force majeure will immediately notify the other contracting party in writing of the beginning and end of the obstacle.
LIABILITY INSURANCE
If agreed, grandega will prove to the client upon request that grandega has commercial liability insurance and business liability insurance, including environmental liability and environmental damage insurance, from an EU member state within the scope and scope of the market. grandega will maintain this insurance coverage until the end of the service contract. If grandega does not fulfill this obligation, the client is entitled to terminate the contract after failing to set a reasonable deadline if it can no longer be expected of him to adhere to the contract. Further claims on the part of the client, in particular claims for damages, remain unaffected by this.
THE grandega TEAM
grandega provides a team of qualified consultants to work with the client. grandega assumes that the client’s employees will work closely with the grandegas team. The client provides data, instructions and assumptions that serve as a working basis for grandega. The quality of the work depends on the completeness and accuracy of this information and instructions. grandega is convinced that diversity leads to excellent results. It is therefore in line with company policy that the grandega team is put together from competent consultants based on appropriate criteria, regardless of gender, race, sexual orientation, religion or other categories and/or other characteristics that are otherwise protected from discrimination. grandega does not prepare fairness opinions or valuations on market transactions and does not offer legal and tax advice that could influence advisory services. grandega assumes that additional experts deemed necessary by the client will be brought in in these areas. If the client requests this, grandega will work with other consultants and experts. grandega will discuss all work, expectations and corresponding responsibilities in detail with the client in advance. However, grandega assumes no responsibility for work carried out by these third parties. grandega attaches great importance to a constant and open exchange with the client about successes and opportunities for improvement. The client is welcome to contact grandega at any time and evaluate the performance of the consulting team. It is also important that the client is satisfied with the work done. grandega requests qualitative and quantitative feedback upon completion of each significant contract and often encourages evaluating contract implementation six to nine months after project completion. grandega has made it a rule not to specifically poach the client’s employees who have worked with grandega in the last twelve months without first discussing it with the client. Therefore, grandega asks the client to do the same. This restriction does not apply to persons who apply for a job advertisement in a newspaper, a trade magazine or in other public media on their own initiative without the active participation of the other party.
VARIOUS
The law of the Federal Republic of Germany applies, excluding the norms that refer to another legal system and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG*).
To the extent permitted by law, the place of jurisdiction is grandega’s registered office. The same applies if the client does not have a general place of jurisdiction in Germany or whose registered office is not known when the action is filed. The invalidity or unenforceability of one or more contractual provisions does not affect the validity and enforceability of the remaining provisions. If any provision is deemed invalid, void or unenforceable, the remaining provisions will nonetheless remain in full force and effect. In place of the invalid provision, a replacement provision will apply retroactively, which, in accordance with the spirit and purpose of the contract, legally and economically comes as close as possible to the original intention of the parties.
grandega consents to the client collecting, storing, processing and transmitting the personal data to third parties, i.e. companies affiliated with the client and/or customers or end customers, in order to fulfill this contract. The purpose of the transmission is to give the companies affiliated with the client and/or the customer or end customer an impression of grandega’s qualifications. This contract, together with the corresponding offer and the order letter, contains the entire agreement and understanding between the client and grandega with regard to the subject matter of the contract. Any representations, promises, agreements or understandings (oral or written) not mentioned in these documents have no legal force or effect. To be valid, any changes or additions must be made in writing and signed by both parties.
TEXT FORM
Unless otherwise stipulated, contractual communications and declarations must at least be in text form. The grandega team working for you will be happy to answer your questions about these terms and conditions. grandega looks forward to working with you.
