General Terms and Conditions
The following General Terms and Conditions (GTC) apply to all deliveries, services and offers of Kontrast Personalberatung GmbH (contractor) and its clients, as well as to all information and the use of the Internet pages of Kontrast Personalberatung GmbH. The service of the provider is available to the client without restrictions in terms of time and content. There is no legal claim to constant availability.
General Terms and Conditions of Kontrast Personalberatung GmbH
§ 1 Scope of Application
1.1 The following General Terms and Conditions (GTC) apply to all contractual relationships, deliveries, physical and digital services and offers of Kontrast Personalberatung GmbH (contractor) and its customers or clients (principals), as well as to all information and the use of the Internet pages of Kontrast Personalberatung GmbH.
1.2 Any other terms and conditions of the client are hereby expressly rejected.
1.3 Terms and conditions of the client shall only apply if expressly accepted and accepted in writing by the contractor.
1.4 The Contractor shall process the orders/mandates placed with him on a service-contract basis.
§ 2 Conclusion of Contract / Scope of Services
2.1 The contractor's offers are subject to change and non-binding. Orders shall be placed in writing by the Client and shall only be deemed accepted upon written confirmation by the Contractor. By placing an order, the Client confirms that it has read and accepted the Contractor's General Terms and Conditions.
2.2 Insofar as no differentiated written order agreement exists for individual workshops and individual consultation appointments, the service contents shall be individually agreed and recorded on site for each individual appointment. The Client shall be responsible for ensuring that the relevant objectives and topics are introduced into the event in a suitable form in good time.
2.3 The Contractor shall carry out all work with the utmost care. Unless otherwise agreed, the Contractor may use expert subcontractors for the execution of the order. However, the Contractor shall always remain directly liable to the Client. The contractor shall employ suitably trained staff with the necessary expertise and shall supervise and control them continuously during the execution of the order.
2.4 The content and procedure of the service as well as the deployment of the employees of Kontrast Personalberatung GmbH can be changed while maintaining the overall character of the service. This does not entitle the client to withdraw from the contract or to reduce the invoice amount.
2.5 The contractor reserves the right to exclude participants from measures / or to terminate the measure if the safety, the performance of the service or the learning success is endangered or if the participant fails to comply with other obligations of the house rules or the socially acceptable peaceful interaction with other participants (this is the responsibility of the measure leader).
2.6 Measures can also be cancelled or postponed by the contractor in justified cases. In this case, the client has no claim to reimbursement of cancellation costs incurred for travel and accommodation or other expenses or lost income on the part of the client.
§ 3 Changes in Services
3.1 The client may request changes to the agreed scope of services from Kontrast Personalberatung GmbH in writing. Minutes of meetings held in this regard will satisfy this requirement, provided they are signed by the authorised representatives of both parties. Upon receipt of a change request, the contractor shall review the change to determine whether and on what terms it is feasible and shall notify the client in writing of its approval or rejection and give reasons for rejections, if any. However, the changes shall only become legally valid upon express written confirmation by the contractor.
3.2 The contractor undertakes to comply with the client's requests for changes insofar as this is reasonable for him within the framework of his operational capacities, in terms of effort and time planning. The additional expenditure due to requested and accepted changes shall be additionally remunerated by the Client. The calculation basis shall be the hours and daily rates shown in the offer with the surcharges shown.
§ 4 Confidentiality
4.1 The contractor is obliged to maintain secrecy about all information designated as confidential or business and trade secrets of the principal which become known to him in connection with the order. Disclosure to third parties not involved in the execution of the order may only take place with the written consent of the contractor.
4.2 The contractor undertakes to oblige all persons employed by him to carry out the order to comply with this provision.
§ 5. Data Protection
5.1 The contractor is authorised to collect and process the personal data entrusted to him as the responsible person within the scope of the purpose of the order in compliance with the applicable data protection provisions.
5.2 Personal data shall only be collected and processed within the scope of a business cooperation for a specific purpose and reduced to the absolutely necessary extent if the customer provides this information voluntarily during an enquiry, a registration, an order or within the scope of a contractual relationship.
§ 6 Obligations of the Client to Cooperate
6.1 The Client is obliged to provide the Contractor or its authorised persons with all documents and information necessary or significant for the execution of the order in a timely manner.
6.2 Furthermore, the client undertakes to inform the contractor or its authorised persons in good time of all processes and circumstances which could be of significance for the execution of the order. This also applies to such documents, processes and circumstances which only become known during the activities of Kontrast Personalberatung GmbH Hamburg.
6.3 The client is obliged to make suitable fixed rooms and media available to the contractor without restriction for the events. Unsuitable rooms and media shall be considered a significant reason for contesting an order.
6.4 If the Client does not comply with its obligation to cooperate as set out here, or does not do so in full or with the required quality, any additional expenses incurred by the Service Provider as a result shall be reimbursed by the Client. Furthermore, any resulting postponement of bindingly agreed deadlines shall be borne by the Client.
6.5 In the event of repeated breach of the Client's obligations to cooperate, the Contractor shall be entitled to terminate the contract concerned without notice. The claim to remuneration for partial services rendered up to this point in time shall remain unaffected by this.
§ 7 Remuneration / Invoicing / Terms of Payment / Offsetting
7.1 After the agreed (partial) service has been rendered by Kontrast Personalberatung GmbH, the client shall receive an invoice for the fees to be paid.
7.2 The invoice amount is due immediately upon receipt of the invoice without deduction.
7.3 If the invoice amount has not been received in the specified bank account on the 31st working day after receipt of the invoice, the contractor shall charge a reminder fee of Euro 50 on the existing invoice amount. In the event of continued delay in payment, the contractor shall be entitled to take further steps.
7.4 If an offer is accepted by a private person, the invoice will be issued after receipt of the offer acceptance by Kontrast and the full invoice amount is to be transferred to the respective account of Kontrast Personalberatung GmbH seven working days before the start of the measure. If proof of full payment is not provided, the measure can be cancelled. In this case, the participant has no claim to reimbursement of cancellation costs for travel and accommodation, loss of earnings, or similar costs or proceeds.
7.5 A set-off against claims of the contractor for remuneration and reimbursement of expenses is only permissible with claims that are undisputed, legally established or ready for decision.
7.6 Any disputes on the part of the principal with regard to contractually accepted cost regulations and the assumption of costs shall entitle the contractor to contest the order, to claim damages and to terminate the contractual relationship with immediate effect.
§ 8 Liability
8.1 The customer shall be liable to the contractor, irrespective of the legal grounds, for any damage caused by him or his employees intentionally or negligently.
8.2 By using the supporting services of Kontrast Personalberatung GmbH it is acknowledged that this is done at the participant's own risk and responsibility. It is not a substitute for medical treatment or psychotherapy. Participants / clients are liable for any damage caused by them.
8.3 By using the supporting services of Kontrast Personalberatung GmbH, it is acknowledged that this is done at the client's own risk and responsibility as a company. It is not a substitute for legal advice or legal representation for any reason. The client is liable for any damage caused by them.
8.4 In the event of a participant being excluded from a measure or leaving the measure early at the request of the participant, there shall be no claim for reimbursement/reduction of the agreed fee or other costs. Any resulting claims for damages by other participants shall be transferred to the excluded participant. Furthermore, the participant is liable for liability claims of third parties against Kontrast Personalberatung GmbH.
8.5 The contractor is not liable for improper application of the recommendations given within the scope of the services or contained in the working documents.
8.6 Contractual claims for damages by the client against the contractor are subject to a limitation period of 2 years from the date of the claim.
8.7 Several clients (natural persons and/or legal entities) are jointly and severally liable.
§ 9 Protection of Intellectual Property
9.1 Concepts, documentation, documents and elaborations are protected by copyright and author's rights and may only be used and stored by the client for a specific purpose within the framework of the order or contractual relationship. The client is only permitted to pass on documents to third parties in digital or paper form after written consent has been obtained.
9.2 The client guarantees that the concepts, documents, scripts, elaborations, reports, drawings, lists and calculations prepared by the contractor within the scope of the order will not be reproduced, edited, translated, reprinted, passed on or published as a whole or in parts without express written consent in individual cases.
9.3 Kontrast Personalberatung GmbH expressly reserves the right of scientific publication for all findings gained in projects while safeguarding individual data protection interests.
§ 10 Duty of Loyalty
10.1 The parties undertake to be loyal to each other. They shall inform each other without delay of all circumstances which may arise in the course of the execution of the order and which may influence the processing.
10.2 In particular, the parties shall refrain from hiring or otherwise employing employees or former employees who are or were active within the scope of the execution of the order. Clients of Kontrast Personalberatung GmbH who entice away employees/trainers and/or consultants of the contractor in business dealings or bring them in for other activities shall be obliged to pay a contractual penalty of € 50,000 for the duration of the project and for a period of two years after termination of the contractual relationship.
10.3 Disloyal behaviour shall also include any form of solicitation attempts by employees of the Client or associated group companies or subsidiaries at the Contractor. If such solicitation behaviour can be proven, the client shall be obliged to pay a contractual penalty of € 50,000.
10.4 The client undertakes to inform the contractor in writing without delay of any intentions to terminate or change the employment of the contractor's staff employed to carry out the order.
§ 11 Force Majeure
11.1 In the event of failure of individual partial services due to illness of one / several employees of Kontrast Personalberatung GmbH, force majeure or other unforeseeable events, there shall be no claim to the performance of the service under the agreed general conditions.
§ 12 Cancellation of Appointments / Termination of Contract
12.1 The cancellation of an event/partial service by the client must be declared in writing to Kontrast Personalberatung GmbH. If an appointment cannot be kept for a reason for which the client is responsible, a cancellation fee of the previously agreed fee for Kontrast shall be deemed agreed, unless the event is cancelled at least 6 weeks before the agreed start of the event. Furthermore, the client is responsible for the costs incurred by Kontrast Personalberatung GmbH Hamburg up to the cancellation date for the provision of the services. This extends in particular to agreed dates and the resulting travel expenses. Legal claims for damages against the client are not affected by this.
12.2 If the client does not fulfil individual components of the contract, or if it becomes apparent that he does not intend to fulfil the parts of the contract incumbent upon him, Kontrast Personalberatung GmbH Hamburg is entitled to immediately cease its services and to terminate the contractual relationship immediately and extraordinarily. This applies in particular to the default of payment of invoices already issued, as well as the non-acceptance of agreed terms of payment and contractual modalities by the client. In the event of default of payment, Kontrast Personalberatung GmbH is entitled to charge default interest in the amount of 3% above the respective discount rate of the European Central Bank.
12.3 Kontrast Personalberatung GmbH reserves the right to withdraw from an order should the methodological approach be questioned by the client.
§ 13 Right of Retention / Storage of Documents
13.1 Until full settlement of his claims, the contractor has a right of retention to the documents made available to him, the exercise of which, however, is contrary to good faith if the retention would cause the client disproportionately high damage that cannot be justified when weighing up both interests.
13.2 After settlement of its claims under the contract, the contractor shall return all documents which the client or a third party has handed over to it on the occasion of the execution of the order. This does not apply to the correspondence between the parties and to simple copies of the reports, organisation charts, drawings, lists, calculations, etc. produced within the scope of the order, provided that the principal has received the originals.
13.3 The contractor's obligation to retain the documents expires six months after delivery of the written request for collection, otherwise three years, in the case of documents retained in accordance with § 12.1. five years after termination of the contractual relationship.
§ 14 Ordering and Downloading on the Internet
14.1 The service of the Provider is available to the Customer without any restrictions in terms of time and content. There is no legal claim to permanent availability.
14.2 The user can download content on the internet page www.kontrast-gmbh.de free of charge and against payment. The user can see whether the download is free of charge or against payment in the description of the respective template. Templates that are subject to a charge are paid for by the user on account. The download of a template is at the initiative of the user.
14.3 Copyright protection: The websites and the information provided on them are protected worldwide by copyright on the basis of the laws on the protection of intellectual property. The rights conferred thereby, in particular those of translation, reprinting, extraction of illustrations, radio transmission, reproduction by photomechanical or similar means and storage in data processing systems, are reserved. Private users may download and use individual programmes, files or contents, provided that existing copyright notices are not removed. No commercial use of the website and the content contained therein is permitted in any form without the written consent of the Provider.
14.4 Warranty and liability: The provider endeavours to provide complete, correct and up-to-date information on the Kontrast Personalberatung GmbH website and to ensure its availability. However, the provider does not guarantee that the information provided on this website is complete, correct and in any case up-to-date and available at all times. The information is provided free of charge and to the exclusion of any warranty. The use of the website is exclusively at the user's own risk. To the extent permissible under the relevant laws, the provider and its affiliated companies accept no liability whatsoever for damage arising in connection with the use of the information. The selection and use of the content is the sole responsibility of the user.
14.5 As content provider, Kontrast Personalberatung GmbH is responsible for its own content in accordance with general laws. Links (cross-references) to other providers, which are not subject to the control of the provider, are to be distinguished from this. These links are checked for content by the provider when they are inserted into the pages. However, these links are dynamic contents (they may be changed by the operators there). Unfortunately, it is not possible for Kontrast to check them continuously. According to § 5 Abs.2 TDG, the operators are only responsible for external contents if they have positive knowledge of illegal or punishable contents presented there. They are not obliged to constantly check these external contents for changes. We would therefore like to expressly emphasise, also due to some recent court rulings, that we have no influence whatsoever on the design and content of the linked pages. Therefore, we hereby expressly distance ourselves from all contents of all linked pages on this homepage. Should the provider discover illegal content or be made aware of such, the link will of course be removed. Should you notice any such content, please inform us.
14.6 Duty of peace: No warning without prior contact. If you are of the opinion that the content or presentation of these pages violates your or third party rights or legal provisions, we would ask you to notify us accordingly without incurring any costs. We guarantee that the rightly objected passages/content will be removed immediately and permanently without the need for you to involve a lawyer.
14.7 News feed use: We agree to a non-commercial use of the RSS feeds offered in a news reader or a web page on condition that this domain is linked as the source.
§ 15 Anti-Sect Declaration
15.1 The following declaration has also been made in writing by all employees of Kontrast Personalberatung GmbH. We hereby affirm that we do not spread sectarian ideologies or comparable ideas, either verbally or in writing, within the scope of our supporting services. We assure that we do not use any methods that originate from sectarian ideologies or comparable ideas within the scope of supporting services. This includes in particular the methods of Ron L. Hubbard. Furthermore, we assure that we are not a member of the Church of Scientology or a comparable similar organisation that is directly or indirectly related to this sect. We are not involved in projects that are directly or indirectly under the influence of Scientology.
As soon as it becomes known that a client/participant works according to the above mentioned techniques or belongs to such an organisation, the contractual relationship will be terminated by Kontrast Personalberatung GmbH with immediate effect.
§ 16 Jurisdiction
16.1 The law of the Federal Republic of Germany shall apply exclusively to all claims arising from the contract.
16.2 The place of jurisdiction for all disputes arising from the contract is the registered office of the contractor, insofar as the order was placed by an entrepreneur, a legal entity under public law or a special fund under public law.
§ 17 Severability Clause
17.1 Should individual provisions of this contractual relationship be or become invalid, this shall not affect the remaining provisions. Amendments and supplements to these terms and conditions or the contract must be in writing and must be expressly marked as such.
§ 18 Retention of Title
18.1 We retain title to services, documents, information, data and software applications supplied until full payment of the contractually agreed fee and other costs.
18.2 Evaluations, reports, assessments, statistics and expert opinions provided shall also be deemed to be services.
18.3 The Client is obliged to treat the data and information confidentially and to maintain data integrity. Furthermore, the Client shall ensure that no data is passed on to external third parties without the written consent of the Contractor. This includes in particular external service providers of the Principal. Insofar as maintenance and inspection work is required, the Client shall carry this out regularly at its own expense.
18.4 The client is obliged to notify us immediately of any access by third parties to the data, information, documents and information, for any reason whatsoever. The client is not entitled to sell or assign the services acquired under the service contract to third parties.
18.5 In the event of grossly negligent conduct on the part of the Client in breach of the contract, in particular in the event of default in payment or breach of an obligation under Clauses 18.3. and 18.4. of this provision, the Contractor shall be entitled to withdraw from the contract and demand the return of the services without delay. Claims for damages shall remain unaffected.
Status 28.08.2018
Kontrast Personalberatung GmbH
Banksstraße 6
20097 Hamburg
E-mail: info@kontrast-consulting.de
www.kontrast-gmbh.de
