GTCs.

General Terms and Conditions (GTC)

Preamble

These General Terms and Conditions (GTC) apply to all contracts, services and offers of XCELLENCE GmbH, Oskar-Jäger-Str. 155, 50825 Cologne, Germany. Deviating or supplementary agreements require written consent. By placing an order, the customer agrees to these GTC.

1. Object of agreement

   • XCELLENCE GmbH, hereinafter referred to as “XCELLENCE”, provides consulting services in the service contract, which are defined in detail by the respective contract.
   • The exact scope of services is specified in a separate contract or in the respective service description in the offer.

2. Contract

   • A contract is concluded when the customer accepts XCELLENCE’s offer in writing or when there is a written order confirmation from XCELLENCE.
   • Changes and additions to the contract must be made in writing.

3. Scope

   • XCELLENCE provides its services in accordance with the principles of proper professional practice and considering the current state of science and technology.
   • XCELLENCE is entitled to use third parties for the performance of the contract.

4. Customer’s Obligations to Cooperate

   • The Client shall provide XCELLENCE with all information, data and documents necessary for the provision of the Services in a timely and complete manner.
   • The Customer shall ensure that XCELLENCE and its employees have access to the premises and systems to the extent necessary for the provision of the Services.
   • If the customer does not comply with his obligations to cooperate and delays or additional expenses arise as a result, the customer bears the costs incurred as a result.

5. Remuneration and payment terms

   • Remuneration for the services is based on the price or daily rate set out in the contract.
   • All prices are exclusive of VAT.
   • Invoices are due for payment within 15 days of the invoice date without deduction. Other payment terms are shown separately on each invoice.
   • The customer will be in default without further reminder if he does not make the payment within the payment period. In the event of default, XCELLENCE is entitled to charge default interest in the amount of 5 percentage points above the respective base interest rate of the European Central Bank.

6. Confidentiality and data protection

   • Both parties undertake to keep secret all information and documents obtained during the cooperation that are marked as confidential or are confidential by nature.
   • XCELLENCE undertakes to process personal data of the customer only within the framework of the legal regulations.
   • These obligations remain in place even after the termination of the contract

7. Liability

   • XCELLENCE is only liable for damages caused intentionally or through gross negligence.
   • In the event of simple negligence, XCELLENCE shall only be liable for damages resulting from injury to life, limb or health as well as for damages resulting from the breach of essential contractual obligations. In this case, liability is limited to the foreseeable damage typical for the contract.
   • Any further liability is excluded.

8. Contract Duration and Termination

   • The contract begins with the signing by both parties and runs for the duration agreed in the contract.
   • The contract can be terminated by either party with a notice period of 4 weeks to the end of the month, unless another period has been agreed in the contract.
   • The right to terminate without notice for good cause remains unaffected.

9. Prohibition of poaching

   • The customer undertakes not to poach any employees of XCELLENCE during the term of the contract and for a period of two years after the end of the last assignment of an employee from the customer.
   • Poaching within the meaning of this clause exists if the customer directly or indirectly employs or commissions an employee of XCELLENCE who has worked for the customer in the last two years.
   • If the Customer violates the obligation under Clause 12.1, the Customer agrees to pay a transfer fee of EUR 75,000 (in words: seventy-five thousand euros) to XCELLENCE.
   • The payment of the transfer fee does not affect further claims for damages by XCELLENCE.

10. Final provisions

    • Changes and additions to these GTC must be made in writing.
    • Should individually provisions of these T&Cs be or become invalid, the validity of the remaining provisions shall remain unaffected.
    • The parties undertake to replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the economic purpose of the invalid provision.
    • The law of the Federal Republic of Germany applies. The place of jurisdiction is the registered office of XCELLENCE.

Source: XCELLENCE Consulting GmbH

Status: 30.08.2024

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