Terms and Conditions

Terms and Conditions

§ 1 Scope of application

The following terms and conditions shall apply between International Process & Industrie Consult AG (IPIC for short) and its client for all orders for consulting and organisational activities and similar services, unless otherwise agreed in writing.

§ 2 Subject matter

1. The subject of the contract is the agreed service (activity), which is carried out by qualified employees of IPIC in accordance with the principles of proper professional practice within the agreed period. IPIC reserves the right to select the employee providing the service and shall do so in consultation with the client.
2. IPIC shall be entitled to use expert external consultants and institutions as employees for the execution of the order.

§ 3 Scope of services

The task, the approach, and the type of working documents to be supplied shall be regulated in the written agreements between the contracting parties. Changes, additions or extensions to the task, the approach, and the type of working documents shall require a special written agreement.

§ 4 Obligations of IPIC

(1) IPIC is obliged to treat information about the client's business and trade secrets confidentially and, if requested, to have its employees sign a corresponding declaration of confidentiality.
(2) IPIC may only hand over reports, documents, expert opinions and other written statements and results of its activities to third parties with the client's consent.
(3) IPIC is authorised to process personal data entrusted to it within the scope of the purpose of the order or to have such data processed by third parties.

§ 5 Obligations of the client to co-operate

1. The implementation of the business relationship entered into and, in particular, of the service to be provided by IPIC requires the close cooperation of the customer as an essential contractual obligation. In particular, the customer shall create, free of charge, the conditions in the area of his business sphere that are necessary for the proper fulfilment of the order. These prerequisites include, among other things, providing workspaces for IPIC employees, including all necessary work equipment and the associated infrastructure (e.g. IT system, telecommunications systems including telephone and Internet access) as well as all necessary information and documents, naming the relevant contact persons.
2. The client shall also appoint a contact person who shall be available to IPIC's employees during the agreed working hours; the contact person shall be authorised to make statements that are necessary as an interim decision in the context of the continuation of the order.
3. The contact person to be appointed by the client shall provide IPIC's employees with access to the information necessary for their activities at all times and provides them with all necessary documents in good time and inform IPIC of all processes and circumstances that may be of importance for the execution of the order. This also applies to documents, processes and circumstances that only become known during IPIC's activities.
4. At IPIC's request, the client shall confirm the completeness of the documents submitted and the information and explanations provided in a written declaration formulated by IPIC.
5. The client guarantees that the reports, organisational plans, drafts, drawings, lists, and calculations produced by IPIC as part of the order will only be used for its own purposes. Insofar as IPIC's work results are subject to copyrights or trademark rights, these shall remain with IPIC.
6. If the customer fails to fulfil one of his obligations to cooperate as agreed, the resulting consequences, such as additional services and delays, shall be borne by the customer. IPIC may invoice the client for the additional work performed.
7. All duties to co-operate listed here are essential principal duties of the customer and are agreed as such.

§ 6 Default of acceptance

1. If the client or third parties commissioned by him are in default with the acceptance of the services or if the client fails to fulfil or delays his duty to cooperate in accordance with § 5 No. 1 or other duties to cooperate, IPIC may demand the agreed remuneration for the services not rendered as a result and shall be entitled to terminate the contract without notice.
2. IPIC shall also be entitled to the rights under paragraph 1 in particular if the co-operation of the client and/or that of third parties commissioned by him are of influence in the execution of an order and this co-operation is not provided by suitable persons in a manner appropriate to the type and scope of the order. Under no circumstances shall IPIC be liable for damages associated with the provision of co-operation services by the customer and / or third parties commissioned by him; nor is there a claim for rectification of defects against IPIC in this respect.
3. IPIC's claims for compensation for additional expenses incurred shall remain unaffected.

§ 7 Liability and Damages

IPIC's liability shall be limited to EUR 25,000, irrespective of the legal grounds. IPIC shall not be liable for loss of profit, loss of savings, compensation for futile expenditure, damages arising from third-party claims and other indirect and consequential damages or for recorded data. The above limitations and exclusions of liability shall not apply to damages based on the absence of a warranted characteristic, the fraudulent concealment of defects or a breach of essential contractual obligations (cardinal obligations) that jeopardise the purpose of the contract, or to damages caused by IPIC or its vicarious agents intentionally or through gross negligence or caused negligently and resulting in injury to life, limb or health.

§ 8 Force majeure

Events of force majeure that substantially impede or make it impossible for IPIC to perform its obligations shall entitle IPIC to postpone fulfilment of its obligations for the duration of the hindrance and for a reasonable start-up period. Strikes, lockouts and similar circumstances shall be deemed equivalent to force majeure insofar as they are unforeseeable, serious and beyond IPIC's control. IPIC shall inform the customer promptly of the occurrence of such circumstances.
 
The occurrence of unforeseeable or circumstances beyond the parties’ control, in particular all cases of force majeure as an external event which cannot be controlled by either party and which could not be averted by anyone within the scope of reasonable care, shall entitle IPIC to terminate the contract extraordinarily or to cancel the order in whole or in part without the customer being able to derive any claims for expenses or damages from this. Force majeure events within the meaning of this provision are in particular force majeure, epidemics and pandemics, earthquakes, fires, floods, riots, government regulations, decisions or other measures or any other event of a similar or dissimilar nature that qualified as an unforeseeable circumstance or circumstance beyond the parties’ control.

§ 9 Qualitative defaults in performance

1. If the service is not provided in accordance with the contract and IPIC is responsible for this, it shall be obliged to provide the service in accordance with the contract within a reasonable period of time at no additional cost to the client. A complaint from the client, which must be made promptly and in writing, is a prerequisite. The complaint must be made at the latest within 2 weeks of becoming aware of it or from the time at which the client should have become aware of it without gross negligence. If, for reasons for which IPIC is responsible, the contractual service fails in essential parts within a reasonable period of grace to be set by the client in writing, the client shall be entitled to terminate the contract without notice.
2. In this case, IPIC shall be entitled to compensation for the services rendered under the contract up to the effective date of termination. Compensation shall only be waived for those services for which the client proves within two weeks of termination that they are of no use or interest to him. The right to extraordinary termination of the contract remains unaffected. Any further claims of the client due to qualitative performance disruption are excluded. This exclusion shall not apply in cases of intent or gross negligence, nor in cases of injury to life, body, or health.

§ 10 Statute of limitations

Liability claims shall become statute-barred within one year of knowledge of the circumstances giving rise to the claim or the time at which the client should have become aware of them without gross negligence, but no later than five years after the services have been provided. The limitation period for liability due to intent is based on the statutory regulations.

§ 11 Term of contract and Termination

The contract ends at the end of the agreed period. A deviating cancellation provision requires a written agreement. The right to extraordinary cancellation remains unaffected by this.

§ 12 Duty of Loyalty

1. The client and IPIC undertake to mutual loyalty. In particular, the hiring or other employment of employees or former employees who have been involved in the fulfilment of the contract shall be avoided until 12 months after the end of the cooperation.
2. The client undertakes to inform IPIC immediately of any notice of termination or changes in respect of one or more of IPIC’s employees assigned to carry out the order. For intentional or negligent breaches of this obligation, the client shall pay IPIC a contractual penalty amounting to 10% of the contract sum.

§ 13 Fees, Ancillary costs, Due Dates for Consultancy

1. The details of the compensation are generally specified in the respective offer or individual contract.
2. The fee for the services of IPIC or its employees shall be calculated based on the time spent by IPIC and its employees for their activities (hourly rate), unless otherwise specified in specific cases.
3. Unless otherwise specified in the offer or individual contract, travel expenses, daily allowances and overnight allowances are invoiced separately or separately indicated in the invoice. The invoicing of travel expenses shall be based on actual expenditure. Costs incurred and documented for the use of public transport shall be reimbursed to IPIC. A flat rate is to be agreed for travel time.
4. The period of validity of the fee rates agreed at the time of order placement is limited to one year, unless otherwise agreed.
5. Due dates shall be agreed separately. All invoices are payable immediately and without deduction within 10 days of the invoice date.
6. Fees and other amounts invoiced (e.g. communication costs, travel costs, expenses, ancillary costs, etc.) are subject to VAT at the statutory rate.
7. IPIC may demand reasonable advances on remuneration and reimbursement of expenses and make the delivery of its services dependent on the full satisfaction of its claims. Several clients are jointly and severally liable.
8. Offsetting against IPIC's claims for remuneration and reimbursement of expenses is only permitted with undisputed or legally established claims.

§ 14 Retention and Release of Documents

1. IPIC shall, at its discretion, retain the essential documents submitted to it and those prepared by IPIC itself in connection with the fulfilment of an order, as well as the correspondence relating to the order.
2. Upon satisfying its claims arising from the order, IPIC shall, at the request of the client, return all documents received from or prepared for the client in connection with its work for the order. However, this does not apply to correspondence between IPIC and its client or to documents already in the client's possession in original or copy. IPIC may make and retain copies or photocopies of documents that it returns to the client.

§ 15 Open seminar events

15.1. Registrations are considered in the order in which they are received. The registration is binding as soon as it is confirmed in writing. Confirmation is sent by email or, if the customer so requests, in writing. There is no right to participate in events with a limited number of participants.
15.2 Unless expressly stated otherwise, the participation fee is per participant and event.
15.3 Rebookings and cancellations must be made in writing or by email. Changes to bookings made less than 31 days before the seminar date will be charged at 50% of the seminar price. Seminar registrations can be cancelled free of charge up to 31 days before the start of the seminar. The start of the seminar is calculated from 0:00 on the fixed date. For participants who have not cancelled their registration and are not present during the seminar or for participants who leave the seminar prematurely, the seminar price must be paid in full. A substitute participant will of course be accepted at no additional cost.
15.4. Unless otherwise stated, VAT is included in the prices and is shown separately on invoices. The current VAT rates apply in accordance with the statutory provisions of the Federal Republic of Germany.  

§ 16 Payment and Due Date for Seminars

IPIC's claim to payment of the price shall arises for open events two weeks before the start of the event, and for in-house training courses upon delivery of the invoice and its payment date. All services not expressly agreed upon in the price are additional services that are paid for separately. The invoice amount is to be paid in full immediately upon receipt of the invoice without discount, stating the customer and invoice number. The customer is only entitled to offset and retain against similar claims if they are legally established, incontestable, or undisputed. For dissimilar claims, the right of retention is limited to claims that are solely based on the same contractual relationship.

§ 17 General Seminar Information

The scope and content of the seminars are set out in the respective event programme. The companies reserve the right to appoint a substitute speaker and/or make minor changes to the seminar content. If an event must be cancelled for reasons for which IPIC is responsible (e.g. due to illness of a trainer), customers will be notified promptly. Already paid participant fees for the seminar will be refunded. Further claims are excluded.

§ 18 Written Form, Applicable Law, Jurisdiction

Amendments and supplements require written form to be effective. Conflicting terms and conditions of the customer are not applicable. This contract shall be governed exclusively by German law; the application of the "UN Convention on Contracts for the International Sale of Goods" (United Nations Convention on Contracts for the International Sale of Goods) is expressly excluded. The place of fulfilment for all obligations arising from this contract and the exclusive place of jurisdiction is Munich.

§ 19 Severability clause

Should individual provisions be invalid, this shall not affect the validity of the remaining provisions. The parties will cooperate to replace ineffective provisions with provisions that correspond to the ineffective provisions as closely as possible.
 
International Process & Industrie Consult AG, September 2023