Terms and Conditions

As of 12.08.2023

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1. General
1.1 For all legal transactions between the client and the contractor (Curia Consulting GmbH, Zollhof 6, 40221 Düsseldorf) — only the term contractor is used below — these general terms and conditions apply exclusively. In each case, the version valid at the time of conclusion of the contract is decisive.
1.2 These general terms and conditions also apply to all future contractual relationships, even if this is not expressly stated in the case of additional contracts.
1.3 Conflicting general terms and conditions of the client are invalid unless they are expressly accepted in writing by the contractor.
1.4 In the event that individual provisions of these general terms and conditions should be and/or become ineffective, this does not affect the effectiveness of the remaining provisions and the contracts concluded on the basis of them. The ineffective provision must be replaced by a valid provision that comes closest to its meaning and economic purpose.

2. Scope of the order/delegation
2.1 The scope of a specific order is contractually agreed on a case-by-case basis. Unless otherwise agreed in writing, advertising expenses for the client's advertising measures are always paid in full by the client directly to the advertising platform. Advertising expenses are not part of the contractor fee.
2.2 The contractor is entitled to have the tasks incumbent upon him performed in whole or in part by third parties. Payment by the third party is made exclusively by the contractor himself, unless otherwise contractually agreed. There is no direct contractual relationship of any kind between the third party and the client.
2.3 The client undertakes not to enter into any business relationship of any kind with persons or companies that the contractor uses to fulfill its contractual obligations during and up to the expiry of two years after termination of this contractual relationship. In particular, the client will not commission these persons and companies with such or similar services that the contractor also offers.

3. Duty of information/declaration of completeness/obligation to cooperate
3.1 The client shall ensure that, when the order is fulfilled at its place of business, the organizational framework allows work to be carried out as undisturbed as possible and conducive to the rapid progress of the process.
3.2 The client will also comprehensively inform the contractor about previous and/or ongoing similar orders.
3.3 The client shall ensure that all documents and content necessary for the fulfilment and execution of the order are presented to the contractor in a timely manner, even without his special request, and that he is 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 while the contractor is working.
3.4 If the client fails to provide the necessary cooperation (3.3) and does not provide the necessary content to fulfill the order even upon double request by the contractor, the contractor is exempted from claims due to delay in delivery. If the contractor is unable to complete the order within the project implementation period due to omissions on the part of the client and the contractor has asked the client to cooperate twice in vain, the work is considered to have been handed over (handover fiction) and the order has been completed.
3.5 The client ensures that its employees and the legally provided and possibly established employee representatives (works council) are informed of the contractor even before the contractor starts working.

4. Ensuring independence
‍4.1 The contracting parties commit themselves to mutual loyalty.
4.2 The contracting parties mutually commit themselves to take all precautions that are suitable to prevent the independence of commissioned third parties and employees of the contractor from being jeopardised. This applies in particular to offers made by the client for employment or the acceptance of orders for its own account.

5. Reporting/reporting obligation
5.1 The contractor undertakes to report on his work, that of his employees and, if applicable, also the commissioned third parties on the progress of work in accordance with the client.
5.2 The client receives the final report within a reasonable period of time, i.e. two to four weeks, depending on the type and scope of the consulting assignment after completion of the assignment.
5.3 When producing the agreed work or providing the agreed services, the contractor acts at his own discretion and on his own responsibility. He is not bound to a specific place of work or to any specific working time.

6. Protection of intellectual property
6.1 The copyrights to the works created by the contractor and his employees and commissioned third parties (in particular reports, analyses, reports, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) remain with the contractor. They may be used by the client during and after termination of the contractual relationship exclusively for purposes covered by the contract. The client is therefore not entitled to reproduce and distribute the work (s) without the express consent of the contractor. Under no circumstances does an unauthorized duplication/distribution of the work result in liability on the part of the contractor — in particular for the accuracy of the work — vis-à-vis third parties.
6.2 The client's breach of these provisions entitles the contractor to immediately early termination of the contractual relationship and to assert other legal claims, in particular for omission and/or compensation.

7. Guarantee
7.1 Without regard to fault, the contractor is entitled and obliged to correct any inaccuracies and deficiencies that become known as part of the statutory warranty in its performance. He will immediately inform the client of this.
7.2 The client's claim expires six months after the respective service has been provided.
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8. Liability/compensation
8.1 The contractor is liable to the client for damage — with the exception of personal injury — only in the event of gross fault (intent or gross negligence). This also applies mutatis mutandis to damage caused by third parties brought in by the contractor.
8.2 Claims for damages by the client can only be asserted in court within six months of becoming aware of the damage and the person causing the claim, but no later than three years after the event giving rise to the claim.
8.3 In each case, the client must prove that the damage is due to fault on the part of the contractor.
8.4 If the contractor performs the work with the help of third parties and warranty and/or liability claims arise against these third parties in this context, the contractor assigns these claims to the client. In this case, the client will give priority to these third parties.
8.5 The contractor does not provide legal advice and assumes no liability for legal aspects that arise from the customer's sphere (data protection, imprint, etc.).
8.6 The contractor also assumes no liability for legal consequences resulting from any form of advertising measures that the client has entrusted to him with. Especially not if they have been viewed and approved by the contractor beforehand. The contractor grants the client the right to object to or stop advertising measures carried out on behalf of the client at any time.

9. Confidentiality/data protection
9.1 The contractor undertakes to maintain absolute secrecy about all business matters that come to his knowledge, in particular business and trade secrets as well as any information that he receives about the nature, scope of operation and practical activities of the client.
9.2 Furthermore, the contractor undertakes to maintain confidentiality from third parties about the entire content of the work and all information and circumstances received in connection with the creation of the work, in particular about the data of the client's clients.
9.3 The contractor is released from confidentiality with regard to any assistants and representatives he uses. However, he must completely transfer the duty of secrecy to them and is liable for their breach of the confidentiality obligation as well as for his own breach.
9.4 The duty of secrecy extends indefinitely even after the end of this contractual relationship. There are exceptions in the case of statements required by law.
9.5 The contractor is entitled to process personal data entrusted to him within the framework of the purpose of the contractual relationship. The client guarantees to the contractor that all necessary measures have been taken for this purpose, in particular those within the meaning of the Data Protection Act, such as declarations of consent from those affected.

10. Fee/connection services/costs for technical solutions
10.1 Half of the agreed fee is due at the start of the project and half upon completion of the project, unless otherwise agreed in writing. The amount of the fee depends on the individual contractual agreement. Unless specified in more detail, amounts mentioned are to be considered net amounts. The contractor will deliver the corresponding partial invoices, which meet all legally required requirements, electronically.
10.2 Cash expenses, expenses, travel expenses, etc. must be reimbursed by the client in addition after consultation against the contractor's invoice.
10.3 If the agreed work is not carried out for reasons on the part of the client or due to a justified early termination of the contractual relationship by the contractor, the contractor reserves the right to payment of the entire agreed fee minus saved expenses. If an hourly fee is agreed, the fee is to be paid for the number of hours that was expected for the entire agreed work, minus saved expenses. The saved expenses are agreed on a lump sum of 30 percent of the fee for services that the contractor has not yet provided by the date of termination of the contractual relationship.
10.4 In the event of non-payment of interim invoices, the contractor is released from its obligation to provide further services. This does not affect the assertion of further claims resulting from non-payment.
10.5 Subsequent services provided by the contractor (e.g. technical support) after project completion will be charged at a flat rate of 120.00€ (net) /hour.
10.6 If the implementation or integration of third-party solutions (technical solutions from third parties) or the programming and configuration of solutions (individually programmed technical solutions) is necessary or agreed, the client — unless otherwise agreed in writing — assumes the associated operating costs in full (e.g. set-up fee, license fees, server costs, API costs, etc.).

11. Postponement, change or cancellation of face-to-face events
11.1 The contractor strives to meet the agreed event dates, but reserves the right to make changes at short notice. The client is not entitled to a specific date or scope of training.
11.2 Where possible, the contractor shall inform the client in good time by e-mail or in another suitable form of postponements, changes or cancellations. In the event of changes due to force majeure or medically certified inability to work, the provider will promptly inform the client and offer alternative appointments.
11.3 The contractor reserves the right to cancel or postpone events, coaching and lectures, including web video conferences, at short notice if the number of participants falls below the minimum number or in the event of force majeure and physician-certified inability to work. In this case, the client will be notified immediately by e-mail and any fees already paid for the cancelled event will be refunded.
11.4 The client must claim a refund in writing from the provider within two weeks of notification of the postponement, change or cancellation. After this period, the claims expire. If an alternative date is offered, a refund is excluded.
11.5 The client is only liable for claims made by the contractual partner or third parties due to postponements, changes or cancellations in the event of gross negligence or intent. Liability for indirect damage, in particular loss of profit, is excluded.
11.6 Free rebooking or cancellation by the client is possible up to six weeks before the start of the event, provided that sufficient places are available. A short-term rebooking is at the discretion of the provider and may result in a processing fee of up to 350€. A short-term cancellation is excluded and 100% of the participation fees must be paid. A refund is at the discretion of the provider.

12. Electronic invoicing
12.1 The contractor is also entitled to send invoices to the client in electronic form. The client expressly agrees to the sending of invoices in electronic form by the contractor.

13. Duration of contract
13.1 Contracts generally end with the completion of the project and the corresponding accounting, unless otherwise agreed.
13.2 Notwithstanding this, the contract can be terminated by either party at any time for important reasons without notice. In particular, the following should be regarded as an important reason:
• If a party to the contract breaches essential contractual obligations, or
• if, after opening insolvency proceedings, a contracting party in
there is a delay in payment, or
• if there are legitimate concerns about the creditworthiness of a contracting party, about
No insolvency proceedings have been opened, exist and, at the request of the contractor, they neither make advance payments nor provide suitable security before the contractor provides and the poor financial circumstances of the other contracting party were not known when the contract was concluded.

14. Promotional purposes/testimonial
14.1 We may name your company (including logo) and the results achieved for you as a reference to other customers and use them for advertising purposes.

15. Final provisions
15.1 The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and commit themselves to immediately notify each other of any changes.
15.2 Amendments to the contract and these terms and conditions must be made in writing; as is a departure from this formal requirement. There are no additional oral agreements.
15.3 Substantive German law is applicable to this contract to the exclusion of the referral rules of international private law and the UN sales law. The place of fulfilment is the place of professional establishment of the contractor. The court at the contractor's place of business is competent for disputes.