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Conditions

General Terms and Conditions

 

§ 1 Scope

These General Terms and Conditions ("GTC") govern the provision of services between VestAngels GmbH, Bahnhofstr. 3a, 82166 Gräfelfing represented by Mr Dennis Brenndörfer, HRB 272810 ("Contractor") and its client.

 

The GTC regulate the provision of services within the scope of management consultancy, interim management, and other services.

 

These GTC apply exclusively to all contracts concluded between the parties; deviating GTC shall not be valid unless expressly agreed to in writing by the contractor.

The Contractor's services shall be agreed as services, unless expressly agreed otherwise.

§ 2 Formation of the contract/content of the contract

The contract between the Contractor and the Client consists of these GTC, the separate offer of services ("Offer") and, in the case of services lasting for a certain period, the schedule/project plan attached to the Offer as well as other attached appendices. 
 

The contract shall come into force as soon as the Client has confirmed the Contractor's offer by e-mail.
 

The offers for the individual services of the Contractor are exclusively intended for the Client and are to be treated confidentially.

§ 3 Order of precedence

In the event of a conflict between the provisions within the individual contract components, the following order of precedence shall apply:
 

  1. Offer

  2. Project plan

  3. AGB

  4. other annexes in the order in which they are attached

§ 4 Performance description

The service to be performed by the contractor in the individual order results from the respective offer and, if applicable, the project plan and other enclosures. For the performance of services, the Contractor shall be entitled to commission suitable third parties with the performance of certain activities at its discretion.

 

The services shall be based on the scope of services known to the contracting parties at the time of conclusion of the contract. Should it become apparent during the execution of the contract that the scope of services necessarily or expediently requires adaptation to the actual circumstances, the Contractor shall inform the Client of this as early as possible. The Client may then commission an extended scope of services in writing.

 

The agreed services are to be provided as of the date specified in the separate offer.

 

The contracting parties agree that the conclusion of the service contract does not establish an employment relationship. The Contractor shall neither be integrated into the Client's business, nor shall he be subject to the Client's right to direct and instruct the organisational structure of the performance of the services owed (about the time, duration, place, manner of performance of the order).

 

The contracting parties agree that neither a partnership nor a joint venture is established by the conclusion of the contract between them. Representation of the client vis-à-vis third parties require an express written power of attorney. 

§ 5 Term of contract / Termination 

The contract lasts according to the schedule agreed in the offer and ends with the achievement of the agreed purpose of the contract, i.e. with the complete provision of the agreed services (the "purpose achievement"), the hourly budget is reached and not increased in writing or it is terminated prematurely by one of the contracting parties.


Either contracting party may terminate this contract before the purpose has been achieved; terminations must be in writing to be effective.
In the event of premature termination, the Client shall compensate the Contractor accordingly for all services rendered up to that point.
In the event of termination, the Contractor shall hand over to the Client without delay and without being requested to do so any material provided for processing as well as any work results available up to that point, including partial results.

§ 6 Payment

In the absence of any agreement to the contrary, all monetary amounts stated and all payments to be made under this Contract shall be in Euro. The due date(s) for the payment(s) is (are) specified in the Order/Project Plan. 
 

The Client shall pay the amount by the stipulated due date(s) at the latest. Payment shall be made by bank transfer to the bank account specified in the respective invoice. The contractor is entitled to suspend the performance of the service if the client is in default with a payment. In the event of default by the Client, the performance shall not be due. As soon as the Client is no longer in default, the Contractor shall inform the Client of the new schedule. All payments by the Client shall be made without deduction.

Any rights of retention on the part of the Client are excluded, unless the claim on account of which the Client asserts a right of retention is undisputed or has been confirmed by the Client in writing or has been established by a final and absolute judgment. The same applies to offsetting. 


The Client shall pay to the Contractor interest on any part or total amount in respect of which it is in default of payment under the Contract at the rate of (i) 3% per annum from the due date until the 30th calendar day, (ii) 6% per annum from the 31st calendar day of default until the 60th calendar day and (iii) 10% per annum from the 61st calendar day.

§ 7 Reimbursement of expenses

The Contractor shall be entitled to reimbursement of its expenses to the extent that they are necessary and reasonable for the provision of the Services. The reimbursement of expenses shall be made in accordance with the following principles: 

 

  • for journeys by car, € 0.60/km is reimbursed

  • for train journeys of up to 3 hours, the costs of 2nd class will be reimbursed, and for journeys of 4 hours or more, the costs of 1st class will be reimbursed.

  • for flights of up to 5 hours, the costs of Economy Class will be reimbursed, from the 6th hour onwards Business Class

  • for overnight stays a flat rate of 100 €/night, in exceptional cases significantly higher overnight costs due to e.g. trade fair times and for further costs not specified here, prior agreement with the client is required.

 

The settlement of the expenses shall be made together with the remuneration statement and shall be shown accordingly. For the reimbursement of expenses, the payment provisions of the paragraph "Payment" of this contract shall apply. 

§ 8 Duties of the Client

The Client is obliged to provide the Contractor with all necessary information and access for the performance of the service.
 

The Client undertakes to ensure in good time prior to the commencement of the performance of the service by the Contractor on or with IT equipment that the recorded data can be reconstructed with reasonable effort from machine-readable data carriers in the event of destruction or falsification (data backup).

§ 9 Warranty / Liability

If and to the extent that any consulting errors are due to a breach of the client's duty to cooperate, the contractor's liability is excluded. 

The Contractor warrants that, to the best of its knowledge, the use, marketing, and exploitation of content provided by it does not infringe any patents, trade secrets, copyrights, trademark rights or other proprietary rights of third parties from the time of transfer to the Client. 


The contractor shall only be liable for intentional or grossly negligent acts or omissions or breaches of duty in connection with the order. In the event of simple negligence, the Contractor shall only be liable if and to the extent that the damage is based on the breach of such obligations whose fulfilment was necessary and foreseeable to achieve the purpose of the contract.


The Client shall indemnify the Contractor in full against claims for damages by third parties which are causally connected with the fulfilment of the contractual obligations by the Client.


For the duration of the service, the activity of the contractor is covered by personal, property and financial loss liability insurance. The liability is limited to a maximum of EURO 3,000,000.00 per case of damage (personal injury, property damage and financial loss). If the client wishes liability to exceed this amount, if necessary, this shall require a separate regulation in the individual case. For damages exceeding the amount of EURO 3,000,000.00, the contractor shall only be liable in the event of intentional or grossly negligent causation, or insofar as the existing liability insurance is not liable due to serial damages or due to other circumstances for which the contractor is responsible.


All possible claims for damages against the Contractor shall become statute-barred after the expiry of 1 year at the latest. The limitation period shall begin with the recognisability of a damage, at the latest, however, with the completion of the activity in accordance with the contract. 


In the event of only insignificant deviations from the agreed performance, the Client shall have no warranty claims.

 

§ 10 Confidential information

Non-public, proprietary, or confidential information of the respective party in any form relating to business interests, financial data, operational data, product development plans, intellectual property, and other non-public business information, whether such information is marked as confidential. Confidential information also includes the terms of the contract, including agreed prices.


The Parties agree to use the Confidential Information solely for the performance of their obligations under the Contract.

The confidentiality obligation does not extend to information that is already publicly known without this being the consequence of a breach of the confidentiality obligation or to information that is required to be disclosed by one of the Parties under the law or a court order. Notwithstanding the foregoing, either party shall be entitled to disclose Confidential Information to enforce its rights under or in connection with the Agreement. Furthermore, either party may disclose the Confidential Information on a confidential basis to tax advisors or auditors or other persons subject to a duty of confidentiality. The obligation of confidentiality shall remain in force for a period of two (2) years after the fulfilment of all obligations under the Contract. 

§ 11 Jurisdiction

Munich is agreed as the exclusive place of jurisdiction for all disputes arising from or in connection with this contract or its validity, unless otherwise stipulated by mandatory law.

§ 12 Severability clause

If any provision of these GTC is or becomes illegal, invalid, or unenforceable, the legality, validity, or enforceability of the other provisions of these GTC shall not be affected or impaired thereby. In the event of the illegality, invalidity, or unenforceability of a provision, the invalid or unenforceable provision shall be replaced by a provision which, in terms of its meaning and purpose, comes as close as possible to the meaning and purpose of the illegal, invalid, or unenforceable provision.

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