General terms and conditions of business

These General Terms and Conditions apply to all contracts and agreements concluded between the company “KNOT-Consulting GmbH”, represented by the management, Keplerstrasse 8, 76689 Karlsdorf-Neuthard (hereinafter “Contractor”) and its customers (hereinafter “Client”). Clients and contractors are hereinafter referred to as “parties”. If these conditions have been or will be written in different languages, the German version is decisive. 

 

Scope of Application

    1. The contractor provides professional services within the range of § 611 ff. BGB (e.g. in the areas of software quality, engineering services, information technology, software engineering, process formulations and system integration) in accordance with the contract and the general terms and conditions (GTC) agreed below against payment of the agreed remuneration. The client bears responsibility for the project and its success.
    2. The client’s general terms and conditions do not apply, even if the contractor has not expressly objected to them. Acceptance of the service by the client is deemed to be acceptance of the contractor’s general terms and conditions, waiving the client’s general terms and conditions. Other conditions are only binding if the contractor has accepted them in writing; The contractor’s general terms and conditions then apply in addition.
    3. These General Terms and Conditions apply to all current and future transactions between the parties in ongoing business relationships.

      Execution of Services
    1. The place of performance of the service is the respective location of the contractor, unless agreed otherwise.
    2. The contractor provides the service through suitable employees. The client has no right to the provision of services by certain employees of the contractor.
    3. The contractor determines the way the service is provided, unless agreed otherwise.
    4. The client is not authorized to give instructions to the contractor’s employees involved in the provision of the service. The contractor’s employees do not enter an employment relationship with the client. The client will only communicate requests regarding the services to be provided to the responsible employee named by the contractor and will not give any instructions to the contractor’s other employees. If the contractor provides the agreed services on the client’s premises at the client’s request, the client must ensure that the contractor’s employees are not integrated into the client’s operations.
    5. The contractor may subcontract but must impose corresponding obligations on the subcontractors as defined in Section 9 and Section 10.

      Obligations to cooperate
    1. The client ensures that the contact person named by him provides the contractor with the documents, information, and data necessary for the provision of the service completely, correctly, in a timely manner and free of charge, unless these are owed by the contractor. In addition, the client ensures that they are updated. The contractor may assume that these documents, information, and data are complete and correct, unless he recognizes or must recognize that they are incomplete or incorrect.
    2. The client must monitor the service provision by the contractor.
    3. The client is obliged to support the contractor as necessary and to create all the conditions necessary for the proper execution of the order within his operational sphere. To this end, he will, if possible, enable remote access to the client’s system. If remote access is not possible for security or other reasons, the affected deadlines will be extended accordingly. For further effects, the contractual partners will agree on an appropriate regulation.
    4. If agreed in the contract that the service can be provided on site at the client’s premises, the client will, on the contractor’s request, provide sufficient workstations and work materials, in particular computers, in its business premises free of charge. The client also ensures that qualified personnel is available to support the contractor and that the contractor, and his employees are granted access to the client’s business premises during business hours to the extent necessary.
    5. The services to be provided by the client represent real obligations and not just mere obligations. If and to the extent that the client does not provide the services he owes, does not provide them on time or as agreed and this has an impact on the contractor’s provision of services, the contractor is exempt from providing the affected services. If binding appointments are agreed upon, the contractor is released from his obligation to provide services. The contractual agreement applies to quotas. Proven additional expenses incurred by the contractor will be reimbursed separately based on the agreed conditions, without prejudice to the contractor’s further rights.

      Remuneration / Payment / Default
    1. The remuneration is calculated according to effort based on the agreed prices. The agreed prices are generally net prices plus statutory sales tax.
    2. Travel costs and expenses as well as other expenses will be reimbursed in accordance with the contractor’s travel expense guidelines if these have been announced to the customer in advance and nothing else has been agreed. Travel time is considered working time subject to remuneration.
    3. Unless otherwise agreed, the contractor is entitled to demand 25% of the order sum as an advance payment (due upon conclusion of the contract).
    4. The services provided will be invoiced subsequently, monthly in the case of recurring services. The contractor’s invoices contain information about the service period, the hourly or daily rate and the expenses to be reimbursed. A daily rate includes 8 hours. 
    5. All invoices are due for payment immediately upon receipt without deduction of any discount. 
    6. Invoices are to be paid exclusively to the bank details stated on the invoice. 
    7. The contractor can adjust the production costs. The adjustment is based on the changes in the price-determining factors and is carried out in proportion to these changes.
    8. Price-determining factors within the meaning of the previous paragraph include, for example, wage, license, and financing costs as well as customs duties and/or import fees. 
    9. A price adjustment is possible for the first time for deliveries and services due more than 4 months after conclusion of the contract. 
    10. The client has the right to terminate the contract if the remuneration rates increase by more than five percent. The client can terminate within one month of receipt of the announcement at the time such an increase takes effect. 
    11. In the event of a change in the statutory sales tax, the contractor will adjust the prices accordingly.
    12. Agreed proof of expenditure is considered approved unless the client objects in detail in writing within 14 days of receipt and the contractor has referred to the fictional approval in the proof of expenditure.
    13. If the due date for payment is determined according to the calendar, the client is already in default by missing the deadline. In this case, he must pay the contractor default interest for the year amounting to 9 percentage points above the base interest rate. The client’s obligation to pay default interest does not preclude the contractor from claiming further damages caused by default. The contractor is also entitled to withhold further provision of services and to make it dependent on payment of all outstanding items by the client and to generally switch to advance payment. The same applies if the client’s financial situation deteriorates to such an extent that the fulfillment of the contractor’s demands appears to be at risk.

      Usage Rights
    1. With full payment of the agreed remuneration, the contractor grants the client the non-exclusive and non-transferable right to use the service results that the contractor has provided within the framework of the contract and handed over to the client for its own internal purposes to be used permanently within the scope of the contractually agreed purpose, unless otherwise agreed.
    2. Otherwise, all rights remain with the contractor.
    3. The contractor can revoke usage rights granted to the client if the client significantly violates usage restrictions or other regulations to protect against unauthorized use. The contractor must give the client a grace period in advance to remedy the situation. In the event of a recurrence and in special circumstances which justify immediate withdrawal after weighing up the interests of both parties, the contractor can withdraw the rights without setting a deadline. The client must confirm to the contractor in writing that the use will be discontinued after the rights of use have been withdrawn. The contractor will grant the client the rights of use again after the client has explained in writing and assured that his use no longer results in any violations of the contractor’s rights and that previous violations and their consequences have been eliminated. 

      Performance problems 
      1. If the service is not provided in accordance with the contract and the contractor is responsible for this (disruption of service), he is obliged to provide the service in full or in part in accordance with the contract without additional costs to the client within a reasonable period set by the client, unless this is only possible with disproportionate effort. This obligation of the contractor only exists if the client notifies the disruption of service in writing and immediately, but at the latest within 14 days of becoming aware of it, unless otherwise agreed. 
      2. Section 8 applies to any additional claims for expenses and damages. 

      Legal defects
      1. The contractor is only liable for violations of the rights of third parties through his service if the service is used in accordance with the contract and in the contractually agreed, otherwise unchanged, use environment. The contractor is only liable for violations of third-party rights within the European Union and the European Economic Area and at the place where the service is used in accordance with the contract. 

      2. If a third party asserts against the client that a service provided by the contractor violates his rights, the client will notify the contractor immediately. The contractor and, if applicable, his sub-suppliers are entitled, but not obliged, to defend the asserted claims at their expense, to the extent permitted. The client is not entitled to recognize third-party claims before he has given the contractor a reasonable opportunity to defend the third-party rights in another way.   
      3. If the contractor’s services violate the rights of third parties, the contractor will, at its own discretion and at its own expense, either:
      1. give the client the right to use the service or
      2. make the service non-infringing or
      3. withdraw the service and reimburse the fee paid by the client (less appropriate compensation for use) if the contractor cannot achieve any other remedy with reasonable effort.

      The interests of the client are appropriately considered.

      4. The statute of limitations for claims based on legal defects is one year from the start of the statutory limitation period. This does not apply in the event of an intentional or grossly negligent breach of duty by the contractor, in the case of fraudulent concealment of a defect, or in cases of injury to life, body or health, or for claims arising from the Product Liability Act. 
      5. In addition, Section 8 applies to the client’s claims for damages and reimbursement of expenses.

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Knot Consulting GmbH
76689 Keplerstr. 8,
Karlsdorf – Neuthard, Germany

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