1.     General

1.1   These General Terms and Conditions of Business for Consulting shall be valid for agreements between bpExperts GmbH (hereinafter “bpExperts”) and its “Client” (hereinafter jointly “Parties”) in regard to consulting assignments to the extent not otherwise expressly agreed upon or prescribed by mandatory law.

1.2   bpExperts shall render its services upon the basis of these Terms and Conditions of Business for Consulting. Any business terms and conditions of Client shall not apply to this agreement. Any other conditions are binding only upon being accepted in writing by bpExperts. In such cases, these General Terms and Conditions and their appendices shall be valid as supplements.

2.     PERFORMANCE OF SERVICES by bpExperts

2.1   bpExperts shall render its contractual services using appropriately qualified employees or third parties, and shall make every effort to ensure that an appropriate number of such employees or third parties is available to warrant the timely performance of its services.

2.2    bpExperts shall render the services under consideration of a practical performance of its consulting activities either at Client’s location or at a place of performance agreed upon with Client during normal working hours.

2.3   bpExperts shall regularly report on the progress of the consulting assignment to the Client’s specified project manager.

2.4   bpExperts shall present in writing the results of its services, any diverging oral statements or information provided by bpExperts, its employees or agents should therefore not be binding.

2.5   bpExperts shall appoint a responsible project manager. In the event that the project manager’s working relationship with bpExperts’ ends during the term of the consulting assignment, bpExperts shall have the right and be obligated to appoint a new project manager.

3.     CLIENTS DUTIES AND RESPONSIBILITIES

3.1   Client shall provide for the employees of bpExperts suitable working spaces with appropriately equipped workstations in sufficient numbers and at no cost in order for the employees to perform the services covered in this agreement during normal working hours, and to safely store materials, documents and data-storage.

3.2   Client shall appoint a responsible project manager as bpExperts’ contact person for the entire term of the consulting assignment. In the event that the project manager’s working relationship with Client ends during the term of the consulting assignment, Client shall have the right and be obligated to appoint a new project manager.

3.3   bpExperts relies upon the support and cooperation of Client in order to perform its services. Client shall provide its own sufficiently qualified employees as deemed necessary by bpExperts for cooperation.

3.4   Client does not have the right to poach any project staff from bpExperts within 12 months after formal and documented project closure. Any other conditions are binding only upon being accepted in writing by bpExperts.

4.     CHANGE REQUEST

4.1   The Customer is authorized to modify the content or scope of services during the course of the project.

4.2   bpExperts shall inform the Client within 7 days either that the change request cannot be executed within the agreed framework of services or provide to the Customer a written quotation for executing the changes.

4.3   The quotation shall explicitly take into account a 20% net compensation for possible savings due to reduced expenditures for bpExperts.

4.4   The Customer shall either accept or reject in writing a quotation for changes within 7 days.

4.5   Until a quotation for the change has been accepted, work shall proceed on the basis of prior contractual agreements.

4.6   In the event that bpExperts wishes to make change requests to the Customer, the above shall apply mutatis mutandis.

4.7   Change requests shall always be directed to the project manager of the other Party.

5.      PROTECTION OF INTELLECTUAL PROPERTY

5.1   Client shall be obligated to use the work results produced by bpExperts within the scope of the project, such as expert opinions, organizational plans, drafts, drawings, lists, calculations, or similar work results, exclusively for its own internal purposes; other uses shall require express written agreement between the Parties.

5.2   bpExperts utilize its own methods, results, content, programs/software or other protected expertise. These copyrights or other proprietary right shall remain with bpExperts.

6.     PAYMENT TERMS

6.1   Compensation is at net prices always, plus any statutory sales tax due.

6.2   The consulting services will be invoiced monthly. The invoices are due for payment within 14 days from the invoice date.

6.3   Client can withhold payments due to defects only to an extent appropriate in relation to the defect and only if there is no doubt regarding the defect.

6.4   In case of default of payment, bpExperts is authorized to suspend or withhold additional services until the Client has made such payment. In accordance with section 288 BGB (German Civil Code), bpExperts applies default charges, in case of default of payment within the stipulated time periods, of 5 % above the base rate issued by the European Central Bank.

7.     WARRANTY AND DISTURBANCE OF SERVICES

7.1   The German Civil Code rule applies.

7.2   Client has to claim defects in written form within 14 days of detection.

7.3   When a cause, for which bpExperts is not responsible, interferes with meeting deadlines (“disturbance”), deadlines shall be extended by the duration of the disturbance, including a resumption phase as required. The Party within whose area the disturbance occurs shall inform the other Party immediately of the cause and duration of the postponement.

7.4   In the event that a disturbance increases the expenditure, bpExperts can also demand compensation of the increased expenditure, except if the Party is not responsible for the disturbance and its cause is outside the realm of its responsibility.

8.     LIABILITY

8.1   bpExperts is liable only to the extent it has breached a material contractual obligation (cardinal obligation). In the case of material damages and financial losses, this liability is limited to typical contractual and foreseeable damages. This shall apply as well for profits not realized and lost savings. The liability overall is limited to the value of the order. Liability for other, more remote consequential damages caused by a defect is excluded.

8.2   In the case of loss of data, bpExperts shall be liable only for that expenditure which is required to restore data with proper data security by the Party. This liability shall arise only if the Party took proper data security actions immediately prior to the action that led to the loss of data.

9.     CONFIDENTIALITY OF DATA

9.1   The Parties shall handle with confidentiality for an unlimited time all information or informational materials which they obtain or of which they gain knowledge within the context of the working relationship.

9.2   Section 33 BDSG (Bundesdatenschutz Gesetz) applies.

10. CANCELLATION OF CONTRACT

10.1 Cancellation by either party must be made in writing and received by the other party at least fourteen (14) days prior to the proposed cancellation date. In the event of cancellation, the client will be responsible for payment for all services rendered up to the effective date of cancellation, plus 20% of the net reduced lost revenue. The service provider reserves the right to terminate this contract immediately in the event of non-payment, breach of contract, or any other material violation by the client.

11.   OTHER

11.1         This Agreement ends at the end of the day on which the Parties have rendered in full the mutual Services covered by this Agreement. The right of either Party to terminate this Agreement for cause and without notice shall remain unaffected.

11.2         This Agreement and any legal relationships between the Parties resulting therefrom shall be governed solely by the laws of the Federal Republic of Germany, to the exclusion of all regulations of German international private law. The application of the law of a third country is expressly excluded.

11.3         Court of venue in regard to a businessman, a legal entity under civil law, or assets under civil law is Offenbach. bpExperts can also bring suit against the customer at its registered office.

Offenbach am Main, November 27th 2023
bpExperts GmbH