Standard Terms and Conditions
Standard Terms and Conditions of ncc Management Consultants GmbH
Standard Terms and Conditions for Training/Seminars of ncc Management Consultants GmbH
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Standard Terms and Conditions of ncc Management Consultants GmbH
Principles
These are the Standard Terms and Conditions (STCs) of ncc Management Consultants GmbH (hereinafter referred to as Consultants or ncc).
1. Applicability of the STCs
These STCs are applicable to all commissions awarded to the Consultants excepting the seminar sector, provided no contradictory regulations are agreed for specific contracts. STCs of the Client do not become a component of the contract.
2. Presentations
Any, even partial, use of papers and products of work (presentations, etc) presented or submitted by the Consultants with a view to contractual conclusion, whether or not these are copyright protected, requires the prior authorisation of the Consultants. This also applies to use in an altered or processed form and use of the ideas on which the papers and products of work of the Consultants are based, if these are not manifest in the activities of the Client up to this time. The acceptance of a presentation fee does not constitute authorisation of the use of the papers and products of work of the Consultants.
3. Quotations and the award of commissions
3.1 In principle, the Client is to be furnished with a quotation in written or electronic form before commencement of any cost-incurring work and this is to be approved by the Client.
3.2 The Consultants are entitled to perform the commissioned assignment in person or to assign the work to third parties.
4. Execution of commissions
4.1 The minutes of meetings submitted by the Consultants are binding if they are not challenged by the Client within three days of receipt.
4.2 Artwork, files and other working materials (particularly negatives, models, original illustrations, etc.), which the Consultants produce or have produced in order to deliver the contracted services, remain the property of the Consultants. There is no obligation to hand these over. The Consultants are not obliged to retain them.
5. Payment conditions
5.1 Agreed prices are net prices which are subject to the addition of German VAT (MWSt) at the statutory rate valid at any time. Artists’ pension contributions, customs duties or other, also subsequently incurred expenses will be charged on to the Client.
5.2 The invoices issued by the Consultants to the Client are, if not otherwise agreed, payable immediately upon receipt and without deduction.
5.3 In the case of larger commissions or such as extend over a longer period of time, the Consultants are entitled to issue interim invoices or invoices for advances.
5.4 Up to full payment of all invoices relating to the commission, the Consultants retain ownership of all documentation and property items provided.
The rights to products of work of the Consultants, particularly copyrighted rights of use, only pass to the Client upon full and final payment of all invoices relating to the commission.
6. Rights of use
If in each specific case no agreement to the contrary is concluded, ncc grants the Client a non-exclusive, non-transferable and unlimited period right of use to products of work for internal use.
7. Client assistance
Should the Client culpably fail to provide or delay provision of assistance which he is obliged to provide, then ncc can demand the agreed fee – after deduction of any expenses saved and any remuneration earned through alternative commissions during the period of the delay – for the advice consequently not provided, without obligation to deliver the advice later. Should ncc decide to still provide the advisory services, then this shall be done only after appropriate adjustment of the time schedule. The same applies in the case that the Client defaults on acceptance of the advisory services. The claims of ncc to reimbursement of any additional expenses remain unaffected.
8. Fees
8.1 The fees for the advisory services provided by ncc are calculated according to the time spent on the work plus travel and any accommodation costs, provided no agreement to the contrary is concluded in individual cases. The fees are based upon the ncc daily rates applicable upon award of the commission or an offer by ncc accepted during the limitation period. However, should the date on which advisory services are to be provided be delayed for reasons for which ncc is not responsible to a date later than 4 months after award of the original commission, then in the case of a change in the daily rates occurring in the meantime, the then valid ncc daily rates will be used as the basis for the remuneration to be paid.
8.2 Retention of the fee and set-off are only permissible if the claims of the Client are acknowledged by ncc or have been legally established. In the case of payment default, ncc retains the right to refuse to provide the advisory services.
9. Warranties and liability
9.1 The Consultants are not liable to the Client for losses or the non-achievement of specific profit targets.
9.2 ncc is only liable for the destruction of data in the case of gross negligence and also only if the Client has ensured that this data can be reconstructed at reasonable expense from data material stored in machine-readable form.
9.3 In all other respects the Consultants are liable to the Client for damage only then and to the extent that this was caused by them or vicarious agents deployed by them through unsatisfactory execution of contractually agreed services grossly negligently or by negligent violation of a significant contractual obligation.
9.4 ncc is insured against damage in conjunction with its activities up to the sum of € 1 million per damage event. Any compensation is therefore limited to the level of the insurance cover.
9.5 In each case the compensation is limited to such damage as ncc could have reasonably foreseen upon contractual conclusion according to the circumstances known to ncc at that time.
9.6 The above liability limitations do not apply in the case of deliberately caused damage or damage in the form of injury to life, limb and health.
10. Confidentiality, secrecy
10.1 The Consultants shall treat all business processes of the Client of which the Consultants become aware and indeed all internal information, as strictly confidential.
10.2 Each party is obliged not to pass on to third parties or in any other way make available to third parties any information or documentation of the other party expressly labelled confidential to which access is obtained in connection with performance of this agreement. Each party shall take the measures necessary within its area of operation to ensure compliance with the above obligation. These obligations apply to the extent and until such time as the stated information or documentation can be evidenced to have become generally known without intervention of the party obliged to maintain confidentiality.
11. Data protection
The Client is responsible for the fact that the accounts and system accesses used by the Consultants and their employees in the Client’s premises consist solely of read-only rights and thus that any chance of even accidental deletion of Client data is reliably and permanently excluded.
12. Jurisdiction, applicable law
12.1 If the Client is a businessman, public law entity or public law fund, then the exclusive jurisdiction for all disputes arising out of this contract is the seat of Consultants. Place of fulfilment is Munich. The same applies if the Client does not have a general jurisdiction in Germany or if the place of residence or standard abode is not known at the time the claim is filed.
12.2 The law of the Federal Republic of Germany applies.
13. Severability clause
Should individual provisions be or become partly or completely invalid, then this shall not affect the validity of the remaining provisions.
Version: Munich, March 2010
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Standard Terms and Conditions for Training/Seminars of ncc Management Consultants GmbH
1. Applicability of the STCs for training/seminars
For seminars and training conducted by ncc the Standard Terms and Conditions (STCs) for Training/Seminars apply. STCs of the Client do not become a component of the contract.
2. Subject-matter of the Contract
ncc carries out seminars and training. The details can be taken either from the description in the ncc Training Catalogue or from a specific client offer. On the basis of a specific offer made to the Client, an individual agreement is concluded for training/seminars which is basically subject to the provisions of these Standard Terms and Conditions provided no regulations to the contrary are concluded in individual cases. The services of ncc are performed within the course of standardised seminars and as client-specific seminars in training centres, hotels or the premises of the client.
3. Registration
Registrations for training and seminars are to be made to ncc in writing, by fax or by e-mail to the relevant address of ncc in Germany, or to be made by submission of an online registration via the ncc website. Reservations can be made by telephone, but will only be taken into account as registrations if they are confirmed within 7 calendar days in writing, by fax, or e-mail or via the website by online registration. Registrations are allocated in order of receipt. If seminars are already fully booked, the Client is contacted and informed of the next available dates.
The training/seminar contract does not become valid until the Client receives confirmation of registration from ncc in writing, by fax or by e-mail.
4. Payment
The full amount is to be paid upon registration, at the latest however 14 calendar days before commencement of the event. If this payment date is not met, ncc is entitled to withdraw from the contract.
5. Cancellation of registration
Cancellations of booked seminars and project training by the Client are free of charge if they are received by ncc in writing, by fax or by e-mail at the latest 14 calendar days before commencement of the seminar. In the case of client cancellation which is received by ncc less than 14 days before commencement of the seminar or in the case of non-appearance of participants, the full seminar price is payable. In place of the cancellation, the Client is granted the right to send a substitute to participate in the seminar booked by him without additional cost. The obligations of the Client remain unaffected.
6. Cancellation of the seminar
ncc reserves the right to cancel or postpone the relevant seminar up to 14 calendar days before commencement of the seminar, particularly in the case of events which make the performance of the service technically or economically unreasonable for ncc. The affected Clients and – to the extent known – participants are to be informed immediately The Client is entitled in the case of postponement to cancel his registration within 3 working days of receipt of notification of the postponement or cancellation.
In the case of the calling off or cancellation of the seminar, ncc is only obliged to reimburse seminar fees already paid. Any further claims are excluded.
7. Obligations of the participants
The participants are aware that seminar documentation and training software is copyright protected. They shall use these only personally, not pass these on to third parties, not duplicate or publish them. They shall treat confidentially the passwords personally allocated to them.
8. Warranties and liability
8.1 ncc are not liable to the Client for losses or the non-achievement of specific profit targets.
8.2 ncc is liable to the Client for damage only then and to the extent that this was caused by ncc or vicarious agents deployed by them through unsatisfactory execution of contractually agreed services grossly negligently or by negligent violation of a significant contractual obligation.
8.3 ncc is insured against damage in conjunction with its activities up to the sum of € 1 million per damage event. Any compensation is therefore limited to the level of the insurance cover.
8.4 In each case the compensation is limited to such damage as ncc could have reasonably foreseen upon contractual conclusion according to the circumstances known to ncc at that time.
8.5 The above liability limitations do not apply in the case of deliberately caused damage or damage in the form of injury to life, limb and health.
9. Privacy policy
In the case of a registration, ncc is entitled to store personal information submitted by the Client and participants. The data submitted shall be protected by ncc in line with the provisions of the German Federal Data Protection Act (BDSG) and the German Teleservices Act (TMG) by technical and organisational precautions and not passed on to external third parties. For marketing purposes it shall be used by ncc from time to time only if and to the extent that the Client and the participant have given their express authorisation for this. The Client and the participant can request details of the information stored at ncc at any time.
10. Jurisdiction, applicable law
10.1 If the Client is a businessman, public law entity or public law fund, then the exclusive jurisdiction for all disputes arising out of this contract is the seat of ncc. Place of fulfilment is Munich. The same applies if the Client does not have a general jurisdiction in Germany or if the place of residence or standard abode is not known at the time the claim is filed.
10.2 The law of the Federal Republic of Germany applies.
11. Severability clause
Should individual provisions be or become partly or completely invalid, then this shall not affect the validity of the remaining provisions.
Version: Munich, March 2010
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