General Terms and Conditions

The following general terms and conditions (GTC) are part of all contracts with the Management Consulting & Solutions Prof. Dr. Schulz GmbH in Nürnberg (short form: MC&S GmbH):

(1) With the conclusion of the contract, the client accepts these conditions as binding.

(2) The contracts concluded by us are primarily consulting and service contracts. The subject of the contract is therefore the provision of the agreed services, not a specific sustainable success. Our advice, opinions and recommendations support entrepreneurial solutions, the implementation of which is generally carried out by the client, a sustainable successful implementation can only be guaranteed by the client.

(3) We can carry out the order in whole or in part through expert and competent employees, commercial or freelance cooperation partners.

(4) The client shall ensure that the organizational framework conditions allow undisturbed work at his place of business when the contract is fulfilled, which is conducive to the rapid progress of the consulting process.

(5) A prerequisite for the successful execution of the order is that all the documents required for the fulfillment and execution of the order are presented to us in a timely manner, even without a specific request, and that we are informed of all processes and circumstances that are important for the execution of the order . This also applies to all documents, processes and circumstances that only become known during our work.

(6) The relationship of trust between the client and us requires that we be comprehensively informed of other management consultants, intermediaries, brokers and/or other consulting firms about previous and/or ongoing orders.

II. Scope and scope of agreement

(1) These terms and conditions apply without restriction unless their validity has been expressly revoked in writing before the order is placed and their repeal has been confirmed by us.

(2) All orders and other agreements are legally valid as soon as they have been issued in writing by the client. From the moment of their validity, they are subject to the general terms and conditions, which can be consulted at any time upon request by the client.

(3) We always provide our services in writing. Verbal information is not binding.

(4) If the general terms and conditions are not requested by the client, they are deemed to have been tacitly agreed.

III. Order scope

(1) The scope of the order is agreed between the client and us.

(2) A possible extension of the consulting contract in the course of the consultation by the client results in an adjustment of the agreed fee.

IV. Reporting

Unless expressly agreed otherwise, we undertake to report on our work. At the end of the assignment, the result of our work is presented to the client either in the form of a written report or a presentation. The order ends with this template.

V. Intellectual Property Protection

(1) The client is obliged to ensure that the documents created by our employees and our cooperation partners in the course of the order are only used to fulfill the order, regardless of the form.      

(2) Professional statements made by us may not be used for the client's advertising purposes. A violation entitles us to terminate all orders that have not yet been carried out without notice.

(3) The advice and services provided are our intellectual property. The customer is entitled to the right of use, even after payment of the fee, only for his own purposes and to the extent described in the order.

(4) Passing on by the client, as well as any transfer for reproduction purposes, entails claims for damages. In such a case, compensation must be paid in the amount of the economic damage caused to us by passing on the information.

VI. Elimination of defects and warranty

(1) In the event of subsequently proven inaccuracies and/or defects within the scope of the services provided, we undertake to correct or eliminate them within a reasonable period of time and to inform the client of this. Any resulting warranty claim covers a period of 12 months after the provision of our final advice and services.

(2) The customer is entitled to have defects rectified free of charge if we are responsible for them. This claim expires 3 months after the services complained about have been provided.

VII. Liability Criteria

(1) We are only liable to the client, regardless of the legal reason, for damage caused by us intentionally or through gross negligence.

(2) We shall only be liable for damage and consequential damage caused by slight negligence - regardless of the legal basis - if essential contractual obligations have been violated. Liability is limited to contract-typical, foreseeable damages. The subject of our orders is, among other things, the analysis and evaluation of company and market data. Solution approaches or suggestions for improvement for success-oriented measures are developed, which can be implemented by the client. The responsibility for carrying out or implementing certain measures and their consequences lies exclusively with the client.

(3) The liability of the contractor for claims for damages of any kind, with the exception of damage resulting from injury to life, limb and health, is limited to the benefits of the liability insurance in the event of individual damage caused by negligence, the sum insured for which covers the risk typical of the contract. If the liability insurance does not cover the damage, the contractor is only liable in the event of a demonstrably made or demonstrably well-founded claim for damages against the client, up to a maximum of 50% of the originally agreed fee claim.

(4) In principle, we provide our advice and services on the basis of the data and information provided by the client or his agent. This data is only checked for plausibility. The customer is responsible for guaranteeing the correctness and completeness of the data.

VIII. Commitment to Confidentiality and Loyalty

(1) Our employees and cooperation partners undertake to maintain secrecy about all matters that become known to them in connection with their work for the client. This duty of confidentiality also applies to both the client and his business relationships.

(2) Only the client can release us from our duty of confidentiality

(3) We will only hand over reports, expert opinions and other written statements about the results of our work to third parties with the consent of the client.

(4) The confidentiality of our employees and cooperation partners also applies to the period after the end of the order. Exceptions are cases in which there is a legal obligation to provide information.

(5) We are authorized to process personal data entrusted to us within the scope of the purpose of the order or to have it processed by third parties. We guarantee, in accordance with the provisions of the Data Protection Act, that we are committed to maintaining data secrecy.

(6) The parties mutually commit themselves to loyalty. In particular, you refrain from hiring or employing employees or former employees of the other partner. This duty of loyalty also applies before the expiry of 12 months after the completion of the order.

IX. Fee entitlement for consulting and services

(1) In return for the provision of our advice and service, we are entitled to payment of a fee by the client. The amount of this fee is agreed with the client before the order is placed.In addition to the agreed fee entitlement, there is an additional entitlement to reimbursement of our expenses by the client.  

(2) 50% of the fee is due for payment when the order is placed, a further 30% during the processing of the order, but no later than after 2 months for the advice and services already provided. The remaining balance of 20% is due for payment immediately after completion of the respective order. Additional expenses incurred will be billed or taken into account with the respective invoice within the periods to be billed.

(3) All claims on the part of MC&S Prof. Dr. Schulz GmbH are due for payment within 7 working days upon invoicing and are to be transferred without deductions. This is taken into account for the consulting and services to be billed according to the applicable sales tax requirements and shown accordingly.

(4) If the execution of the order is prevented by the customer after the order has been placed, the right to the agreed fee shall remain.

(5) If the order is not carried out due to circumstances that represent a valid reason for us, a pro rata claim remains, correlating to the consulting and services already provided for the originally agreed fee. In particular, in the event that, despite termination, the services provided so far can be used by the client.

(6) The right to final execution or completion of the order placed is closely related to the originally agreed payment of the fee claims in favor of MC&S GmbH, HQ in Nürnberg, complaints about the consulting and services provided so far do not lead to the withholding of the payment or remuneration claim on the part of MC&S GmbH.

(7) Several clients are jointly and severally liable.

X. Complaints

(1) Complaints about an invoice can only be considered if they are sent to us in writing within 10 calendar days of the invoice date. If no complaint is submitted in the form specified above within this period, the client's tacit approval of the invoice and its content is assumed.

(2) The objection to an invoice does not release from the obligation to pay within the specified period.

XI. Force majeure

Results of force majeure that make the services essentially more difficult or temporarily impossible entitle the respective party to postpone the performance of its services for the duration of the hindrance. Labor disputes and similar circumstances are equivalent to force majeure insofar as they are unforeseeable, serious and through no fault of our own. In this case, both parties agree to immediate written notification of the circumstances that have occurred.

XII. Governing Law and Jurisdiction

(1) German law applies to the order and its implementation

(2) Place of jurisdiction, as far as permissible, is Nuremberg in the State of Bavaria, Germany