Generel Terms and Conditions
© 2018 by PBS-ELEVATIONS
A. General Terms and Conditions for all Contractual Relations
§ 1 Conclusion of the contract
The present General Terms and Conditions apply to all contractual relations, where PBS-ELEVATIONS (hereinafter referred to as Supplier) acts on behalf of clients (hereinafter referred to as Customers).
Orders must be confirmed in writing, be telefax or E-Mail to the Supplier and will subsequently be finally confirmed by means of a written acceptance declaration issued by the Supplier, with regard to the schedule of execution of the order.
The detailed provisions of the contract concerned shall be decisive with regard to the extent of the activities to be performed by the Supplier. Should these contracts not contain any specific regulations, the activities owed shall be those complying with the principles of an orderly execution of the profession. The performance owed shall in all cases be the activity which is agreed or usual, not, however a specific outcome.
Should in exceptional cases have no agreement been reached with regard to remuneration, the Customer shall owe the sum, which is usually paid on the market for the activity concerned.
§ 2 Cooperation by third parties
The Supplier shall have the right to call in his own personnel and/or expert third parties or data-processing companies in order to fulfil his duties. He shall have the right to award sub-contracts to third parties and to have the services to be rendered by him for the Customer carried out or rendered by third parties, whether entirely or in part.
§ 3 Confidentiality / Data Protection
The Supplier and his vicarious agents shall be obligated to treat confidentially all facts relating to the Customer which they learn of in connection with the rendering of the agreed services, unless the Customer has released the Supplier from this obligation in writing.
This confidentiality duty shall not exist, as far as the disclosure of certain facts or issues is necessary for the safeguarding of the Supplier´s justified interests. The Supplier shall in particular be free of the duty of confidentiality, if he is obligated to provide information and cooperation to an insurer or a third party under the terms and conditions of his third-party liability insurance.
The Supplier shall have the right to store data, facts and issues relating to the Customer, and to use and utilize them within the framework of the fulfilment of the contract.
The Customer declares his acceptance to be included in the Supplier´s reference list, which may be handed out to third parties, including his name and address.
§ 4 Copyrights
The Supplier will compile the training documents and documents within the framework of the project work. These documents will be provided to the participants in paper form, however, usually not in electronic form. All protection rights, in particular author´s copyrights and the copyrights relating to the training documents concerned shall remain with the Supplier. These documents or parts thereof may not be copied or forwarded to third parties unless with the Supplier´s prior consent.
The Customer may order the development of his own intellectual property against the hourly rate agreed, for instance the compilation of manuals according to the Customers own specifications. Only in the aforementioned case shall the Customer obtain the rights to the new manuals and the training materials derived from them, which are compiled, translated or adapted by the Supplier in cooperation with the Customer within the framework of the order.
§ 5 Penalty Clause
If the Customer uses training documents in violation of the Supplier´s existing protection rights, in particular if he illegally copies the material or forwards it to third parties, the Customer shall be obligated to pay a contractual penalty amounting to 1.000 Euro, due for payment for each individual infringement. The Supplier´s right to assert higher damages in lieu of the contractual penalty is expressly reserved.
§ 6 Extraordinary termination and termination without prior notice
Either contracting party shall have the right to terminate the contractual relationship extraordinarily should the other party not have fulfilled its contractual duties within the adequate period of grace set out in a warning reminder.
The Supplier shall in particular have the right to terminate the contract extraordinarily, if in spite of a reminder setting an adequate period of grace,
the Customer does not pay the Supplier a remuneration sum which has fallen due, or
the Supplier has not received the information or documents required for the fulfilment of his contract.
A period of grace of ten calendar days shall usually be deemed to be adequate.
Setting of a period of grace is not necessary, if
the contracting partner has seriously or conclusively refused performance of his contractual duties, or
the performance of the contracting partner´s cooperation activities has become useless due to lapse of time.
§ 7 Liability
The contractually agreed services are based on current knowledge and are diligently prepared and executed according to state-of-the-art- knowledge, science and technology. All information and advice in trainings, coaching-sessions, lectures and recommendations as well as in all documentation is duly considered and controlled by the Supplier. Liability is excluded for recommendations and the use and utilization of gathered knowledge. The Supplier is liable for damages, caused by missing of features granted, as well as for damages caused deliberately or recklessly. The delivery or electronic transmission of any data is at the risk of the client. The liability for the proper provision of services by the agreed consulting contract is limited to the respective beneficiary.
§ 8 Terms of payment
The Supplier shall have the right to request adequate partial payments for the services rendered by him, even if this has not been explicitly agreed in the contract. An amount corresponding to the extent of the services rendered in relation to the total work owed under the contract shall be deemed to be adequate.
The Customer shall pay the invoices at once and without deduction into the Suppliers stipulated account, unless the parties have agreed otherwise in an individual contract.
Has the amount due not been paid within 30 days after date of invoice to the Suppliers stipulated account, the Supplier is entitled to charge interest for delay. The amount of interest for delay is 10% p.a. above the actual valid official rate of Deutsche Bundesbank. All payments are to be made free of charges for the receiving party. This also applies for payments from foreign countries, even if any transaction fees should apply. All cost for any occurring payment transactions are always at the expense of the initiator of the transaction.
All prices are net plus applicable statutory value added tax. The Customer shall not be entitled to any discounts.
§ 9 Rights of retention and refusal of performance / set-off
The Supplier may refuse to continue his services or to forward documents, in particular training documents or documents owned by the Customer, until he has been satisfied with regard to his remuneration claims. This shall not apply, if the refusal of performance and the retention would violate good faith in the particular circumstances, in particular due to the threat of disproportional detriments for the Customer.
The Customer may not assert any rights of refusal of performance or retention rights that are not connected with the contractual relationship to which the refusal of performance or the retention relates.
The Customer may only set-off against the Supplier´s remuneration entitlements such claims which are undisputed or have been determined in a legally binding way.
§ 10 Place of performance / Equipment and presentation technology
The place of performance for the services to be rendered by the Supplier shall be the place agreed as the place of rendering for the services. Should no agreement have been reached with regard to this place, the place of performance shall be a place determined by the Supplier within the metropolitan area of Hamburg, Germany.
For in-house events, the Customer shall provide conference rooms, presentation suitcase, beamer, flip charts as well as catering and hotel for the Supplier.
For non-in-house events, i.e. events taking place at other locations, the Customer shall, at his expense, provide conference rooms, presentation suitcase, beamer, flip charts as well as catering and hotel for the participants and for the Supplier. Furthermore, the Customer shall bear the travel costs and costs for insurance of the participants.
For events, which are held for several contracting partners at once, the Supplier shall bear the costs for the conference rooms, the equipment as well as the Supplier´s accommodation costs.
§ 11 Travel costs
Unless agreed otherwise, travel times are not included in the hourly or daily rates and shall accounted for as contractual working time. The Customer undertakes to completely reimburse travel time and the following travel costs, provided they have actually been incurred. As a basic principle, the Supplier shall be free to choose the means of transport, will, however, make all efforts to minimize the travel costs.
tickets and airport-/security-fees: Intra-European: Economy Class, Intercontinental: Business Class.
for trips by car: lump-sum payment of 0,50€ per kilometer driven
car cost: cost for mid-size vehicle, fuel and other expenses o Taxis costs, parking fees, similar expenses (motorway stickers, tolls) o Train tickets plus reservations costs: Intra-European: First Class
for accommodation and meals: during stay as well as during travel to/from location
for telephone and internet access: during stay as well as during travel to/from location
A detailed list of travel costs will be enclosed to each invoice. Upon request, the documents of proof will be provided for inspection.
Travel times shall be accounted for based on the agreed professional fee.
§ 12 Modification of and amendments to the contract / Salvatorius Clause
Modifications of and amendments to the contract including the General Terms and Conditions must be effected in writing, whereby the waiver of this written form requirement also requires the written form.
Should individual provisions in this contract and/or these General Terms and Conditions be or become completely or partially invalid, this shall not affect the validity of the remaining provisions. The invalid provision is to be replaced by a provision, which, in a legally admissible way, comes as close as possible to the objective intended by the invalid provision.
§ 13 Governing Law / Place of Jurisdiction / Decisive Text
German law shall apply exclusively to the implementation of the contract and the individual claims resulting from it.
The place of jurisdiction for all disputing arising from the contractual relationship shall be Hamburg, Germany, as far as this can permissibly be agreed between the parties.
In case of any discrepancies between different language versions of these General Terms and Conditions, the German language version shall be legally binding.
B. General Terms and Conditions Addendum for Education Services/Training
§ 1 Scope of Application
The General Terms and Conditions for Education Services and Training shall apply additionally to all contractual relations, where PBS- ELEVATIONS (hereinafter referred to as Supplier) is assigned by the client (hereinafter referred to as Customer) with the execution of instructional and educational courses of all kinds, in particular with seminars, training courses, in-house training and other education services.
§ 2 Implementation of the training courses
Training courses shall, as far as this is possible with regard to scheduling, be registered 2 months in advance and shall be promptly confirmed by the Supplier in writing. For courses with a limited number of participants, registrations and assignments shall be considered in the sequence in which the Supplier receives them.
The contents of the training courses to be conducted by the Supplier shall depend on the agreement in the individual contract, or, if such agreements have not been concluded, on the applicable printed program. The Supplier reserves the right to modify the contents of a training course, provided, they do not fundamentally change the objective of the training course.
The respective courses will be diligently prepared and executed ac- cording to state-of-the-art-knowledge, science and technology.
No claim may be made for the complete or partial execution of a training course by a certain lecturer or at a certain training location.
The execution of a training course at the Customer´s premises (in-house training), or at another location determined by the Customer, requires an expressed contractual agreement.
A course cannot be split amongst several participants. It shall therefore in particular not be admissible, that several participants only attend consecutive parts of the course. Partial bookings with a price reduction shall only be admissible, if this is expressly provided for in the program.
Any examination fees incurred or costs for training material, which had originally not been agreed upon, shall be invoiced separately by the Supplier.
The Supplier shall not be liable for the theft or loss of objects, which the participants bring with them to the course.
§ 3 Withdrawal / Termination by the Customer / Cancellation fees
The following shall apply to courses which are planned for several contracting partners and which therefore are not specifically tailored to one Customer, in particular to day seminars for a larger number of enrolling parties:
The Customer shall have the right to withdraw from the contract or to name a substitute participant. The withdrawal from the contract must be effected in writing in all cases.
If withdrawal is declared within a period of 15 to eight days prior to the commencement of the course, the Customer shall be obligated to pay 50% of the agreed remuneration.
If withdrawal is declared at a later time, 100% of the agreed remuneration shall become due for payment. This shall also apply, if a participant does not attend the course or if the Customer terminates the course prematurely. In all cases of withdrawal, the Customer shall have the right to provide proof that damages amounting to the remuneration to be paid have not been incurred by the Supplier, or that the incurred damages are considerably lower
For courses projected for one specific partner, the Customer shall be bound by the contract. This shall in particular apply to agreed specific company courses. The cancellation of a confirmed training course shall in all cases be effected in writing. In such cases, the Customer shall, irrespective of the time of the cancellation, bear all cancellation fees relating to travel costs.
If withdrawal is declared within a period of 15 to eight days prior to the commencement of the course, the Customer shall be obligated to pay 25% of the agreed remuneration.
If withdrawal is declared at a later time, 50% of the agreed remuneration shall become due for payment.
This shall not affect the Customer´s right to resolve the contract under the existing statutory conditions in case of violations of duties by the Supplier. It shall particularly not affect the Customer´s right to terminate the contract extraordinarily due to an important reason.
§ 4 Cancellation of the course by the Supplier
The Supplier shall have the right to cancel a training course, in particular also agreed specific company training courses, due to the existence of reasons beyond his scope of responsibility, in particular unavailability/illness of the lecturer or insufficient number of participants. The number of participants shall as a rule be deemed insufficient if the course is booked by less than 50% of the participants according to the Supplier´s calculation. Notifications to the participants of the training course shall in such cases be sent to the address stipulated in the registration. Any remuneration for the course already paid at such time shall be reimbursed. Any further claims by the Customer against the Supplier, in particular claims for damages, shall be excluded in such cases.
C. General Terms and Conditions Addendum for Consulting Services/Coaching
§ 1 Scope of Application
The General Terms and Conditions for Consultancy Services and Coaching shall apply additionally to all contractual relations, where PBS-ELEVATIONS (hereinafter referred to as Supplier) acts on behalf of a client (hereinafter referred to as Customer) as a consultant, agent or other service provider. In addition to pure consultation this shall also comprise the area of coaching and project work.
§ 2 Duration of the contract, ordinary termination
Unless specific regulations have been agreed upon in a contract, contracts are concluded for an indefinite period of time.
The contractual relationship can be terminated by either party by means of a written notice of termination, upon six week’s notice to the end of a quarter. This shall not affect the rights of the parties to extraordinarily terminate the contractual relationship due to an important reason. If the contractual relationship is concluded for a defined period of time, ordinary termination before the end of this period shall be excluded. This shall not affect the rights of the parties to extraordinarily terminate the contractual relationship due to an important reason. Consultancy appointments of at least one day´s duration shall, as far as this is possible with regard to scheduling, be registered one month in advance and shall be confirmed promptly by the Supplier in writing.
§ 3 Customers duties
The Customer is obligated to cooperate as far as this is necessary to properly fulfil the contract. The Customer shall in particular hand over all documents required for the fulfilment of the contract, completely and early enough to provide the Supplier with adequate time to evaluate the documents. The same shall apply for information regarding all issues and circumstances which may be of importance for the fulfilment of the contract. The Customer shall refrain from any activities, which may impair the independence of the Supplier or of his vicarious agents. The Customer undertakes to only forward the Supplier´s work results with the Supplier´s written consent, unless the contract already contains an approval of the forwarding of such work results to certain third parties.
§ 4 Cancellation fees
The cancellation of a confirmed consultation appointment shall in all cases effected in writing. In such cases, the Customer shall, irrespective of the time of the cancellation, bear all cancellations fees relating to travel costs. In case of a cancellation of confirmed appointments within a period of time of 15 to eight days prior to the consultation appointment, the Customer undertakes to pay 25% of the agreed remuneration. Should the appointment be cancelled at a later time, 50% of the agreed remuneration shall become due for payment.
§ 5 Remuneration in case of premature termination of the assignment/contract
If the contract terminates prior to it's complete finalization, the Suppliers remuneration claim shall be dependent upon the extent of the development activities rendered. The Supplier shall then have the right to request remuneration corresponding to the extent of the development activities rendered in relation to the total extent of the activities originally projected under the contract.
If the customer terminates the contractual relationship extraordinarily due to an important reason, the Supplier shall have the right to request damages amounting to 25% of the remuneration owed under the contract, which has not been invoiced at that time. The Customer shall be free to provide proof that damages have not been incurred at all, or only amounting to a lower sum. This shall not affect the Supplier´s right to assert higher damages in-lieu of this claim for lump-sum damages.
§ 6 Storage and handing over of documents
Upon the Customers request, the Supplier shall hand over the Customer´s documents within an adequate period of time, at the latest upon termination of the contract. The Supplier may for his own purposes produce duplicates or photocopies of any documents, which he returns to the customer.