General terms and conditions, effective February 2020
§ 1 Scope of application
- These general terms and conditions (GTC) shall apply additionally and exclusively to all legal relationships between proWiss and its clients in addition to the statutory provisions.
- All following general terms and conditions are binding. Individual agreements to the contrary are valid upon conclusion of the contract. If the client wishes to agree to individual specifications, he/she must submit these in written form. They shall only become effective upon countersignature by proWiss. Any other general terms and conditions of the client shall not affect the validity of these general terms and conditions and shall not become part of the contract unless proWiss expressly agrees to this.
§ 2 Division of tasks between the client and proWiss
- proWiss accompanies the project / event of the client within the scope of its business activities in every desired phase in a consulting, supporting and teaching capacity. In order to enable proWiss to carry out the desired professional work, the client shall answer all relevant questions from proWiss about his/her project in a timely, complete and accurate manner. In this context, the client(s) shall also inform proWiss without being asked about such circumstances that are important for the proper fulfilment of the contract. The client shall ensure that all documents and general conditions necessary for the performance of activities are made available to proWiss in a timely manner This shall also apply to the appropriate consideration of processes and circumstances that only become known during the activity of proWiss. All documents generated by proWiss shall be submitted to the client in copy only.
- The length of the contract period shall be determined by individual agreements. The right of proWiss to extraordinary contract termination without notice shall remain unaffected. Contract termination without notice by the client is only permissible after prior warning. Notice of termination and warning must be in written form. If the client is located abroad, transmission by e-mail is sufficient for the written form (see § 8 number 3). The client shall pay the agreed fee for the services provided by the contractor up to the receipt of a premature termination.
§ 3 Remuneration and right of retention
- All activities that proWiss carries out for the client are subject to a fee. The proWiss price list is part of the General Terms and Conditions unless individual rates are agreed upon. 75% of the contractually agreed fee amount is due upon conclusion of the contract, the remaining amount at the end of the contract or after provision of the service by proWiss. Unless otherwise stated, the statutory value added tax is included. Before payment of 75% of the fee amount, proWiss is not obliged to perform any activity.
- The payment period is seven calendar days. For reminders after the due date, proWiss is entitled to charge € 25.00 reminder fee. proWiss reserves the right to claim compensation for damages due to delay.
- If the order of the contractor requires financial advance payments, appropriate advance payments shall be made. If not contractually agreed, proWiss shall be entitled to demand these advance payments from the client in full before the start of execution of the order.
- In the case of cancellation of events by the client up to 30 calendar days before the start of the event, proWiss is entitled to 50% of the agreed fee plus VAT as a cancellation fee. If the cancellation is made within 30 calendar days before the start of the event, proWiss shall be entitled to the full fee plus VAT as a cancellation fee. The cancellation fee is due immediately.
§ 4 Authorship and copyright protection
- proWiss is the author of all scripts, presentations, handouts, training materials and other intellectual products which are provided to the client in the course of the fulfilment of the contract by proWiss. These are subject to copyright for the protection of intellectual property. The exclusive right of exploitation and use as well as other rights in accordance with the German Copyright Act (UrhG) to the intellectual products are and shall remain with proWiss. The same shall apply to results that are found in the course of events on the basis of materials provided by proWiss.
- No legal claim exists to the provision of lecture scripts, presentation files, training materials and handouts. Individual arrangements in this regard remain permissible.
- The technical recording of an event by the client (organizer of the event) requires the prior consent of proWiss.
§ 5 Special services
Insofar as previously agreed with the client, proWiss is entitled to order the external services necessary for the fulfilment of the order in the name and for the account of the client. In this case the client undertakes to grant proWiss a corresponding power of attorney.
§ 6 Exclusion of liability and warranty
- proWiss shall only be liable for intentional or grossly negligent breaches of duty, unless it is a liability for damages resulting from injury to life, body or health.
- Liability is limited to the amount of the invoice. The liability for consequential damages is excluded.
- proWiss undertakes to carry out the order in all phases with the greatest care and in a timely manner. However, proWiss shall not be liable for damage, failure or delays caused by force majeure, strikes, official orders or technical faults. In addition, proWiss shall be entitled to refuse to fulfil the order if this is associated with a risk to life or limb for its personnel. This is particularly the case if the German Federal Foreign Office has issued a travel warning for the location of the event. In this case and in the event of other delays, proWiss shall be entitled to make up for the fulfilment of the order. proWiss shall propose three alternative dates to the client for this purpose. Should the client refuse to make up for the delay by cancellation, proWiss shall be entitled to a cancellation fee in accordance with § 3 number 4 in the amount of 50% of the fee amount, which shall be due immediately.
- Furthermore, no liability is accepted for errors or delays caused by the client due to incorrect, incomplete or not timely provided information, documents or framework conditions. proWiss assumes no liability for the correctness of scientific hypotheses, theories, methods and results in the scientific texts or (grant)proposals that are the subject of the consulting.
- proWiss assumes no liability for copyright violations by the client, which are committed, for example, by the lack of reference to third-party texts. If the client commits such an infringement, he/she releases proWiss from all claims for compensation by third parties.
- proWiss is not liable for the success of a project on the basis of consulting services or recommended measures, e.g. the approval of applications for funding, admission to the examination procedure or sufficient grading of a scientific work. Complaints about the work of proWiss must be made within ten days of the expiry of the contract. After that, the contract is considered fulfilled.
§ 7 Data protection and information on data processing
- proWiss collects data of the client in the context of the processing of contracts. proWiss takes into account in particular the provisions of the Federal Data Protection Act and the General Data Protection Regulation (Datenschutzgrundverordnung – DSGVO).
- proWiss undertakes to treat the client’s technical information, the content of consultings as well as oral and written results of the client with absolute confidentiality. proWiss collects, processes or uses the client’s inventory data and usage data only to the extent that this is necessary for the establishment, content, amendment and execution of the contractual relationship as well as for the utilization of proWiss-services and billing of proWiss services (inventory data). This is done on the basis of Art. 6 para. 1 lit. b DSGVO, which permits the processing of data for the fulfilment of a contract or pre-contractual measures. The data of the client will be deleted after completion of the contract or termination of the business relationship. Legal retention periods remain unaffected.
- Personal data on the use of the internet pages of proWiss (usage data) is collected, processed and used by proWiss only to the extent necessary to enable the user(s) to use the service. Without the consent of the client, proWiss will not use the client’s data for advertising, market or opinion research purposes. Within the framework of the applicable legal provisions, the client has the right to complete and free information at any time about the stored personal data, its origin and recipients and the purpose of the data processing and, if applicable, the right to correct, block or delete this data.
§ 8 Place of performance, place of jurisdiction, formal requirements
- Place of performance of all contracts between proWiss and the client is Cologne (Germany).
- The place of jurisdiction for all disputes arising from a legal relationship between proWiss and the client is Cologne (Germany).
- All declarations of the contractual parties may also be sent by fax or e-mail. This also applies to invoices. If the client has his/her registered office abroad, the written form shall be sufficient if the declaration is sent by e-mail with confirmation of receipt.
§ 9 Final provisions
Should one of the provisions of this contract be or become invalid, it shall be replaced by the one that comes closest to the commercially intended one. The validity of the remaining contractual provisions is not affected by this.