General Terms and Conditions of Contract
Status as of October 01, 2020
1. Scope of application
- These general terms and conditions of engagement apply to all contracts between HRGlobal GmbH (hereinafter referred to as HRGlobal) and its clients for studies, consulting and other services, unless expressly agreed otherwise in writing.
- Terms and conditions of the client shall only apply if this has been expressly agreed in writing.
- Should, in individual cases, contractual relationships also be established between HRGlobal and persons other than the clients regarding the services commissioned by them, the provisions of the following Section 7 shall also apply to such third parties.
2. Scope and execution of the order
- The subject of the order is the agreed service described in the contract/order in terms of a service contract. HRGlobal undertakes to carry out the assignment with the care required in business.
- Changes, additions or extensions of the assignment and the way it is carried out shall generally require a separate written agreement.
- The data provided by the client or third parties will be checked for plausibility by HRGlobal; the client is responsible for the correctness of this data.
3. Duty of information and cooperation of the client
- It is the responsibility of the client to ensure that HRGlobal is provided with all information and documents necessary for the execution of the assignment, even without a special request, and that it is provided in good time with all processes and circumstances that may be of significance for the execution of the assignment. This also applies to documents, procedures and circumstances that only become known during HRGlobal’s work.
- HRGlobal shall not be liable for damages insofar as such damages are due to omitted or inadequate cooperation by the client and/or third parties commissioned by the client; there shall also be no claim against HRGlobal for rectification of defects.
4. Reporting, oral information
If HRGlobal is required to present the results of its activities in writing, only the written presentation shall be authoritative. All reports, expert opinions, notifications of research results etc. shall be in writing, unless otherwise agreed.
Unless otherwise agreed in the contract/order, payment is due immediately. The offsetting and exercise of a right of retention against the due remuneration claim of HRGlobal is excluded unless the counterclaim remains undisputed or legally established.
6. Intellectual property; transfer to third parties
- Insofar as the work results produced by HRGlobal are copyrightable, the copyright remains with HRGlobal. However, the client shall have the right to use the work results within the scope of the contractual purpose for its own operational purposes. The transfer of the work results to third parties as well as their publication requires the consent of HRGlobal.
- HRGlobal may make the transfer of the results developed by it within the scope of the assignment by the client to third parties subject to conditions, to regulations regarding its liability.
- An only insignificant reduction in the value or suitability of the service does not constitute a defect.
- If the client demands subsequent performance due to a defect, HRGlobal may, at its discretion, either remedy the defect itself or produce a defect-free service, if this is possible at a reasonable expense for HRGlobal. If the supplementary performance fails, the client may instead demand a reduction of the remuneration or cancellation of the contract/order.
- The claim for supplementary performance must be asserted by the client in writing immediately after the end of the activity complained about. In the case of hidden defects, the client must assert the claim for subsequent performance in writing immediately after the defect is discovered.
- § 639 BGB remains unaffected.
- For claims for damages and reimbursement of expenses due to defects the following clause 8 shall apply.
- We shall be liable for intent and gross negligence on the part of our executive bodies and senior employees and vicarious agents. Otherwise, we shall be liable for slight negligence limited to damages that are typical and foreseeable for HRGlobal due to the contractually specified use of the services.
- Our liability is limited to € 3,000,000.00 in the event of a single case of damage.
- An individual case of damage within the meaning of this paragraph is the sum of the claims for damages of all entitled persons, which results from a uniform service, even if it is composed of individual temporally connected service parts. If, in the opinion of the client, the foreseeable damage may significantly exceed the amount of € 3,000,000.00, HRGlobal is prepared to agree on a higher maximum liability amount upon corresponding notification within the scope of the possibility of a higher insurance. If a significantly higher risk of damage is foreseeable for HRGlobal, HRGlobal may, on its own initiative, offer the client a higher liability limit within the scope of the possibility of a higher insurance. HRGlobal may take the agreement of a higher liability amount into account when assessing its remuneration.
- The liability for damages arising from culpable injury to life, body and health and for guarantees assumed as well as the liability under the Product Liability Act shall remain unaffected.
9. Statute of limitations
- All claims of the customer due to a defect shall become statute-barred after one year.
- Claims of the customer for damages for legal reasons other than those mentioned in paragraph 1 shall become time-barred after 18 months.
- For the beginning of the limitation period § 199 para. 1 and para. 3 BGB (German Civil Code) shall apply.
- Insofar as we are liable for intent and gross negligence in accordance with the above clause 8, the statutory limitation periods shall apply. The same shall apply insofar as we are liable for damages arising from culpable injury to life, body and health, for guarantees assumed and in accordance with the Product Liability Act.
10. Confidentiality towards third parties, data protection
- HRGlobal shall be obliged for an unlimited period of time to maintain secrecy with regard to all information designated as confidential or business and trade secrets of the client that become known to it in connection with the assignment. Disclosure to third parties not involved in the execution of the assignment may only take place with the written consent of the client.
- HRGlobal undertakes to obligate all persons employed by it for the execution of the assignment in writing to comply with this provision.
- HRGlobal is authorized to process or have processed by third parties personal data entrusted to it within the scope of the purpose of the assignment and the data protection regulations.
11. Storage and release of documents
- HRGlobal shall retain for a period of five years the essential documents handed over to it on the performance of the assignment and those prepared by it as well as the correspondence conducted on the assignment. However, this obligation shall expire before the end of this period if HRGlobal has requested the client in writing to take receipt of the documents and the client has not complied with this request within six months of receipt.
- After settlement of its claims arising from the contract, HRGlobal shall, at the request of the client, surrender all documents that it has received from and for the client in connection with its work for the contract. However, this shall not apply to the correspondence between HRGlobal and its client and to the documents that the client already possesses in original or copy. HRGlobal may make and retain copies or photocopies of documents that it returns to the client.
- German law shall apply exclusively to the order, its execution and the resulting claims.
- Place of jurisdiction for all disputes arising from the contract is the registered office of HRGlobal.