General Terms & Conditions
§ 1 General Conditions / Scope
The contractual basis is the agreement signed by us and the customer, the development contract or the marketing agreement which are all referred to as “agreement” in the following. For this agreement, the following terms and conditions apply exclusively; conflicting or deviating terms and other provisions which are not provided in these terms and conditions only apply if we expressly agree in writing, or if we present a different arrangement in the form of a framework agreement.
§ 2 Scope
The object of the agreement is the performance described. We hereby undertake to execute the agreement with the necessary care.
§ 3 Remuneration / Costs
The amounts specified in the agreement apply. Our offers are based on experience and reference values of the market. The accounting for our services is made against proof of actual time spent and is based on the current hourly rates, if such a invoicing scheme is choosen. An exceedance up to 10% of the total amount that was agreed on is deemed approved and requires no further tuning. Further changes beyond the scope of costs require a recalculation. A shift within the calculated individual items is allowed, provided the total amount that was agreed on is not exceeded.
Alternatively, remuneration on a flat rate basis can be made.
In the case that another way of remuneration was agreed upon, this remuneration in combination with the set target achievement (success) is in force.
The reimbursement of other expenses that are necessary for the purpose of executing the agreement or arise as a necessary consequence of the execution remains unaffected.
The expenses incurred for the implementation of this agreement (phone, fax, copies, city couriers, etc.) will be charged a flat rate of 7.5% of the fee revenue. Travel costs, fees, flight and hotel costs will be charged separately at cost and are not included in the package.
All prices and payments are subject to VAT.
§ 4 External Services
External services are employed with the approval of the client and are commissioned in the name and on behalf of the client. For assignments in the name and on behalf of the consultant, invoices are charged to the customer with a 10% premium for the debt service and administration. In cases of third party services that exceed 5,000 euros, 50% of the amount is pre-charged to the customer when placing the order. After completion of the project, the customer will be provided with the complete invoice including all incurred outside services according to evidence in accounting and with the advance payment being deducted. Third party services that exceed 30,000 euros will be charged to the customer in three thirds: One third in advance with placing the order, another third once the project is carried out halfway.
§ 5 Third Party Services
Third party services are services in the course of a project that are provided parallel to the contract with (Strategy & Finance) Advisory and that are charged separately (e.g., attorneys’ fees). Upon request, we also document such expenses even though they will not be included in our billing and no extra administrative or capital costs will arise.
§ 6 Payment
The prices, fees, costs and expenses specified in the invoice are without any deduction due within 14 days after the invoice date. Preliminary calculations for external services are available immediately upon receipt without deductions.
Our services are billed on a monthly basis, normally until the 10th of the following month.
Other services will be charged according to the criteria set in the agreement and are due within 14 days after the invoice date..
A set-off against our claims is permitted only with undisputed, legally established or recognized demands. The right of retention due to not recognized or not legally established counterclaims is excluded, unless these claims are not based on the same contractual relationship.
§ 7 Cooperation and Information Obligations
The customer has to perform all obligations of cooperation that are necessary for the implementation of this agreement and to support us. This duty to cooperate particularly applies to time-bound projects where the involvement of the customer is essential to meet specific deadlines. The customer has to ensure that all documents necessary for the implementation of the agreement will be submitted to us on time and without special request, and that we will be informed of all operations that may be relevant for the execution of the agreement immediately in writing.
We are entitled to terminate the agreement after setting a reasonable deadline and facing the threat of termination without notice, if the customer is in default with his act of cooperation, or acceptance of services offered. This does not affect the replacement of the thereby created additional expenses and damages.
§ 8 Others
Changes, extensions and other collateral agreements must be in writing.
Should any of the provisions mentioned above be invalid or unenforceable, the validity of the other terms and conditions remains unaffected. The invalid or unenforceable provision shall be deemed replaced by the provision which comes as close as possible to the legal and economic intention.
This agreement shall be governed by German law.
The place of jurisdiction is Frankfurt am Main.
Services on own account:
“Services on own account” are services performed from (Strategy & Finance) Advisory and/or the project team and are calculated normally on an hourly rate (multiplied with hours performed), which is agreed within the advisory contract.
“Third party services”
“Third party services” are services, where (Strategy & Finance) Advisory has requested service for the project in the name of the client (and with his permission).
Such a “third party invoice” will be checked factually and calculative by (Strategy & Finance) Advisory and than passed through to the client. For this administrative service and project coordination we charge a 10% handling fee based on the total amount of “third party invoices”.
If “third party invoices” are invoiced and agreed between the client and the third party directly, no handling fee will be appliccable.
Expenses are costs directly related to a single project. For general office expenses (internal research, printing costs, mailing costs, etc.) we charge 2,5 % of the “services on own account” only.
Individual expenses (Telcos, Courier services, data transmission and storage, etc.) will be charged upon itemization or alternatively as an all-in charge of 3 % of the “services on own account” only.