General terms and conditions

Intercultural training, coaching and consulting

General terms and conditions Germany

General Terms and Conditions (September 2016)

ti communication GmbH
Amtsgericht Regensburg • HRB: 13469 • Management of the company:
Susanna Bezzel and Gerhard Hain

Open seminars and other assignments

ti communication GmbH, referred to in the following as ti communication, offers clients consultation ser-vices, training courses, coaching sessions and project support as well as conducting the open seminars offered. The following provisions in partic-ular apply to the placing of orders or rather registra-tion.

1. Scope of the contract

1.1. Unless otherwise expressly confirmed in writing by ti communication, the following provisions shall apply to consultancy services, coaching sessions and project support as well as training activities carried out by ti communication.

1.2. The General Terms and Conditions of the client are only binding for ti communication if expressly con-firmed in writing.

2. Contract conclusion and place of performance for preparatory supportive activities.

2.1. Consultation services, training courses, coaching sessions and project support are carried out in ob-servance of the individually agreed quality criteria and dates.

2.2. Open seminars are described, offered and carried out as advertised. The placement of an order or enrolment in a semi-nar must be submitted in writing, per email or fax to ti communication. Confirmation of an order or en-rolment is also made in writing by post, fax or email. A confirmation of order/enrolment of identical con-tent made by ti communication concludes the con-tract.

3. Client obligations (to co-operate)

3.1. Within the scope of the contract, the client is obliged of his/her own accord to provide all necessary background information for the respective service (consultation services, training courses, coaching sessions and project support). ti communication may at any time request any more extensive infor-mation from the client, in particular information con-cerning those participating in the training, that it deems necessary in the interest of the client and the quality of the service. The client is obliged to provide all details and information necessary for an advan-tageous execution of the ordered services.

3.2. All information and documentation required for conducting the consultancy service or for the prepa-ration of training courses must be made available to ti communication by the client without further request and in due time. A contact person responsible for any questions that may arise must be nominated in due time.

3.3. Training courses, coaching sessions and project support are designed and conducted as agreed in person with the client.

4. Invoicing terms, additional charges, remuneration and fees

4.1. Consultancy and organisational services are invoiced at an hourly rate, on the basis of 60 minutes per hour. Travelling times and waiting periods are invoiced on the basis of the rate agreed for the ser-vice. Part hours are rounded up to full hours; part days are rounded up to full days. The domicile of the respec-tive consultant or trainer is valid as the place of departure and end of the journey. Prices are exclusive of any incidental expenses. Expenses and necessary outlays are invoiced sepa-rately. Incidental expenses such as travelling ex-penses and the costs of board and lodging are invoiced separately on a time and expenditure basis.

4.2. Training courses are invoiced by ti communication on the daily or half-daily rates of the trainer. Organi-sational and preparation times are invoiced sepa-rately on an hourly basis. Prices are determined for each individual order. Expenses and necessary outlays as well as incidental expenses such as trav-elling expenses and the costs of board and lodging are invoiced separately on a time and expenditure basis. The domicile of the respective trainer is valid as the place of departure and end of the journey.

4.3. All advertised prices and those noted in separate offers are quoted exclusive of VAT.

5. Terms of payment, early booking discount, cancellation of orders and seminar enrolments

5.1. Invoices from ti communication are due for payment within 21 days strictly net. ti communication is enti-tled to demand an advance payment of 30% followed by part payments on a pro-rata basis in dependence on the progress of the order for order values higher than € 5000.-. Alternatively a payment of 50% of the total amount can be demanded for the preparation of the concept. In this case, payment of the balance is due after the training course has been conducted. If the amount of the fee has not been agreed, then payment of a reasonable remuneration usual for this type and level of difficulty becomes due.

5.2. An early booking discount for enrolment in an open seminar is only granted if payment is made in full within 21 days of receipt of the invoice. The early booking discount is forfeited automatically if pay-ment is not made within the 21-day limit. The value date of the invoice on the account of ti communication is decisive in the case of bank transfers. In such cases any missing amounts must be made good at once.

5.3. A cancellation fee will be charged by ti communication for costs incurred in the case that the client withdraws from or postpones the contract. The cancellation fee is calculated as follows:

6 weeks before the agreed date - 20 % of the contractual sum agreed
4 weeks before the agreed date - 50 % of the contractual sum agreed
2 weeks before the agreed date - 80 % of the contractual sum agreed
1 week before the agreed date 100 % of the contractual sum agreed

Regardless of the cited cancellation fees, any costs already incurred, such as for ticket reservations or material costs, shall be invoiced. In addition, labour hours commissioned by the client shall also be in-voiced regardless of said cancellation fees in the amount of the hourly rate or 1/7 of the daily rate per hour. The client is entitled to expound and prove that no, or only minimum, costs have been incurred or that compensation could have been gained by other deployment of the manpower or that such a com-pensation option was not used due to gross negli-gence. In such cases the cancellation fee will be reduced accordingly. No cancellation fee is due if the client’s withdrawal from the contract is based on a justified claim that ti communication is in breach of contract.

5.4. A cancellation fee will be charged in the case that the client cancels participation in an open seminar. The cancellation fee is calculated as follows:

3 weeks before the agreed date - 50 % of the contractual sum agreed
1 week before the date of the seminar 80 % of the contractual sum agreed
3 days before the date of the seminar 100 % of the contractual sum agreed
For the rest subparagraph. 5.3 shall apply respec-tively.

6. Vicarious agents, substitutes

6.1. ti communication is entitled to make use of vicarious agents for the performance of the contractually agreed service.

6.2. ti communication reserves the right to provide a substitute trainer or consultant on a par with the trainer or consultant mentioned in the advertisement or agreed contract where afore-mentioned train-er/consultant is prevented from fulfilling the contract due to illness or any other unforeseen reasons.

6.3. Unless required for the fulfilment of the consulting service or planning and execution of the training course, the approval of ti communication is required for any contact between the client and any third parties deployed by ti communication. The business relationship exists exclusively between the client and ti communication.

7. Dates and delays

ti communication undertakes to observe the dates of training courses. In the case that a training course cannot be conducted due to reasons of force majeure (e.g. strike action, riots etc.), all payments that have been effected will be refunded minus any costs that have been incurred. An itemised list of these costs must be provided.

8. Liability limitations

ti communication is liable for the following provi-sions in this paragraph subject to it, or its vicarious agents having caused the damage wilfully or through gross negligence. ti communication is liable for damage caused wilfully only in the case of expressly given assurances or a breach of fundamental contractual obligations. Fun-damental contractual obligations are perceived as basic, elementary obligations arising from the con-tractual relationship that allow actual proper fulfil-ment of the contract and whose breach would en-danger the fulfilment of the purpose of the contact or on whose fulfilment the client regularly relies. In as far as liability is justified, this is limited to typical contractual damage or such that was foreseeable at the time the contract was concluded. The liability limitations do not apply to the liability for personal injury (injury to life, limb and health) nor to any guarantees given. ti communication is not liable:
- for accidents, theft or damage to persons or property during the open training courses nor while travelling to or from these.
- for damage in as far as this arises from non-performance of the obligations of the client as listed in paragraph 3.

9. Professional secret

9.1. ti communication undertakes to observe secrecy with regard to all facts expressly imparted by the client as business secrets or which are obviously to be re-garded as such that come to its knowledge during the course of its activities for the client. This under-taking also includes confidential handling of all such information and data.

9.2. In view of the fact that texts, data and other communication between the client, ti communication and possible vicarious agents are transferred elec-tronically, ti communication cannot ensure absolute protection of business or information secrets or other confidential data. The possibility of unauthor-ised third persons gaining access to the transferred texts by electronic means cannot be excluded. Noti-fication of the fact should be given if the client does not wish electronic communication, either at all or in part.

10. Retention of title, intellectual property rights, subsequent use of written training or consultation material by the client

10.1. Unless otherwise agreed in writing, the training concepts remain the copyrighted intellectual proper-ty of ti communication. The also applies to all further use made of material provided by ti communication.

10.2. Training material, concepts, transparencies and work sheets used during the training or consultation sessions remain the copyrighted intellectual proper-ty of ti communication and any use made of these by the client is subject to written agreement to such within the agreed scope of the contract. Prior written agreement is required for any other use of the afore-mentioned made by the client internally or for third parties.

10.3. Any documents, written offers or any other material made available by ti communication remain the copy-righted intellectual property of ti communication and prior written approval from ti communication is re-quired for their use either in full or in part.

10.4. Photographing, filming or the use of any other sound recording media during the courses is not permitted without the written approval of ti communication.

11. Place of jurisdiction

The place of jurisdiction for both parties is Regensburg, in as far as both parties are qualified business-men, legal entities under public law or a special estate under public law. ti communication is also entitled to institute legal proceedings at the domicile of the head office of the client. The law of the Federal Republic of Germany is applicable.

12. Written form

Unless otherwise agreed in the contract, any changes or amendments to this contract require the written form. This also applies to the waiving of the written form requirement.

13. Validity of the provisions

Should one or more of the provisions of this con-tract be or become invalid, a provision that comes as close as possible to the intended commercial pur-pose of the invalid provision and that adequately takes the interests of both parties into account shall be agreed as a replacement for the invalid provision. Should any provisions of this contract be invalid, this shall in no way affect the validity of the remaining provisions.

Copyright © 2016 ti communication GmbH. All rights reserved.
General terms and conditions Austria