1. General principles / scope
1.1 The following “General Terms and Conditions” (hereinafter referred to as “GTC”) apply to all legal transactions between the consulting company NH-Consulting (hereinafter referred to as “Contractor” or “Consultant” – abbreviated to “B”) and its clients, insofar as not something else is mandatory by law. In each case, the valid version at the time of the conclusion of the contract is decisive.

1.2 These terms and conditions also apply to all future contractual relationships, even if this is not explicitly stated in supplementary contracts.

1.3 Conflicting terms and conditions of the client are invalid, unless they are explicitly acknowledged by B in writing.

2. Scope and execution of the order
2.1 The scope of a specific consulting contract is contractually agreed in individual cases.

2.2 The B carries out all work with the utmost care and always based on the individual situation and the needs of the client.

2.3 The contractor (B) is free of instructions in the execution of the contract, acts at his own discretion and on his own responsibility. He is not tied to any specific work place or time.

2.4 The B is entitled to allow all or part of its tasks to be performed by third parties. The payment of the third party is made exclusively by the B itself. It does not create any kind of direct contractual relationship between the third party and the client.

3. Duty of clarification of the client / declaration of completeness
3.1 The client shall ensure that the organizational framework conditions allow for an undisturbed, as soon as possible, work at the place of business to facilitate the rapid progress of the process.

3.2 The client shall inform the contractor (B) in detail about previous and / or ongoing consultations – also in other fields.

3.3 The Client shall ensure that the Contractor (B), without his special request, receives all documents necessary for the fulfillment and execution of the order in a timely manner and that he is informed of all events and circumstances that are of importance for the execution of the order, This also applies to all documents, processes and circumstances that become known only during the activities of the B.

3.4 The client shall ensure that his employees and the legally provided and possibly established employee representation (works council) are informed of this already before the contractor (B) starts work.

4.Treuepflicht
4.1 The contracting parties commit themselves to mutual loyalty. They inform each other immediately about all circumstances, which occur in the course of the order and can influence the processing.

4.2 In particular, the suspension or other employment of employees or former employees who are or were involved in the execution of the order shall be prohibited, within twelve months after termination of the cooperation.

4.3 The Client undertakes to notify the Contractor of any termination or change intentions of the Contractor’s employees known to him for the execution of the order without delay.

5. Reporting / Reporting Obligation
5.1 The Contractor (U B) undertakes to report in writing or orally to the work progress in accordance with the Principal through its work, its employees and, if applicable, the commissioned third parties.

5.2 At the request of the client, B shall provide information on the status of the order execution or, upon execution of the order, give an account of it by means of a written report.

5.3 The final report, which reflects the essential content of the procedure and the result of the contract, shall be provided to the contracting authority within a reasonable time, ie. two to four weeks, depending on the nature and extent of the order, after completion of the contract.

6. Protection of intellectual property
6.1 The copyrights of the works created by the contractor (B) and its employees and commissioned third parties (in particular offers, reports, analyzes, expert opinions, organization plans, programs, performance specifications, drafts, calculations, drawings, data media, etc.) remain with the contractor (B). ,

6.2 They may be used by the client during and after termination of the contractual relationship only for purposes covered by the contract. The client is not entitled to reproduce and / or distribute the work (s) without the express consent of the contractor (B). Under no circumstances will an unauthorized duplication / dissemination of the work incur liability of the contractor (B)- especially about the accuracy of the work – to third parties.

6.3 The breach of these provisions by the client entitles the contractor (B) to terminate the contractual relationship immediately and to assert other statutory claims, in particular to omission and / or damages.

7. Warranty
7.1 The contractor (U B) is entitled and obligated, without regard to a fault, to rectify any known inaccuracies and defects in his performance. He is obliged to inform the client immediately.

7.2 The client is entitled to the elimination of defects, if they are the responsibility of the contractor (B). This claim of the client expires after six months after provision of the respective service.

7.3 The contractor will fulfill his duties to fulfill the order with the best of his knowledge and belief. He guarantees to render all services in the sense of the client, but is dependent on the co-operation of the client with regard to the correctness, completeness and truthfulness of his work. In particular, with respect to each number material and others (especially forward-looking) economic requirements (for example, text documents, calculations, business plans), unless they are based on information of the buyer or resulting from the customer’s specifications.

7.4 The reversal of the burden of proof, as B’s obligation to prove its innocence of defect, is excluded.

8. Liability / Damages
8.1 The contractor (U B) is liable to the client for damages – except for personal injury – only in case of gross negligence (intent or gross negligence). This also applies mutatis mutandis to damages caused by third parties hired by the contractor.

8.2 Claims for damages by the client may only be asserted in court within six months of becoming aware of the damage and the damaging party, but at the latest within three years after the event giving rise to the claim.

8.3 The client must provide proof that the damage is the result of a fault of the contractor.

8.4 If the contractor (B) provides the plant with the help of third parties and, in this context warranty – and / or liability claims against these third parties arise, the Contractor shall (B) from these claims to the client. In this case, the principal will primarily hold to these third parties.

9. Confidentiality / Privacy
9.1 The Contractor, its employees and the third parties involved are obliged to maintain secrecy with regard to all matters which they become aware of in connection with their work for the Client.

9.2 The transfer to third parties not engaged in carrying out the contract may only be made with the written consent of the client himself, but not his vicarious agents.

9.3 The contractor (B) is entitled to process personal data entrusted to him within the scope of the purpose of the contractual relationship or to have it processed by third parties. The client warrants to the contractor that all necessary measures have been taken for this purpose, in particular those in the sense of the Data Protection Act, such as declarations of consent of the persons concerned.

10. Consulting Fees

10.1 The fee amount depends on the written or verbal agreement of the client with the contractor (B).

10.2 Contractor (B) is entitled to submit interim invoices in accordance with the work progress.

10.3 The fee is due in each case with the accounting by the contractor and is payable immediately without deductions.

10.4 If the execution of the order is prevented by the client from signing the contract (eg due to termination), the contractor (B) retains the right to payment of the entire agreed fee minus expenses saved. If an hourly fee is agreed, the fee is to be paid for the number of hours expected for the entire agreed contract less the expenses saved. The saved expenditures are agreed on a flat-rate basis with 30 per cent of the fee for those services that the contractor has not yet provided by the date of termination of the contract.

10.5 In the event of non-payment of interim or final invoices, the contractor (B) is released from its obligation to provide further services. This intention to stop the activity
The client will be announced in good time. The assertion of further claims resulting from non-payment will not be affected by this.

11. Electronic accounting
11.1 The contractor (B) is entitled to submit invoices to the client in electronic form. The client agrees with electronically issued invoicing.

12. Duration of the contract
12.1 This contract ends in principle by fulfillment of the agreed services, by expiry of the agreed term or by termination.

12.2 The contract does not end with the death, not by the occurrence of the insolvency of the client and not in case of liquidation.

12.3 Unless otherwise agreed, the order may be terminated in writing by each contracting party with a notice period of 14 days to the end of the month.

13. Final provisions
13.1 The contracting parties confirm that they have faithfully and truthfully provided all information in the contract and undertake to announce any changes mutually immediately.

13.2 Amendments and additions to the contract and these terms and conditions must be made in writing.

13.3 All claims under the contract shall be governed exclusively by the law of the Federal Republic of Germany.

13.4 Jurisdiction for all disputes arising from the contract is the seat of B