1. Scope of the general provisions
1.1 The provisions of items 1 to 11 apply to all advisory services offered by Apostro Consulting – hereinafter referred to as Apostro – and to all contracts that Apostro has with its customers, regardless of the content and legal nature of the advisory services offered or contracted by Apostro, unless stated in the Numbers 12 to 14 are determined otherwise.
1.2 Insofar as consulting contracts or offers of the Apostro contain provisions that differ from the following general terms and conditions, the individually offered or agreed contractual rules take precedence over these general terms and conditions.
2. Customer’s duty to cooperate
In order to enable Apostro to carry out the desired professional work, the customer will inform Apostro as comprehensively as possible about the business, organizational, technical and competitive situation of his company and provide her with all the documents necessary for the implementation of the project in good time. In particular, the customer will work personally and, if necessary, also through his employees in the project as follows:
2.1 All questions of the Apostro consultants about the actual and legal situation within the customer company will be answered as completely, correctly and as quickly as possible; likewise questions from the Apostro consultants about the actual and legal relationships between the customer and his business partners and competitors, insofar as these relationships are known to the customer and / or his managers. The apostro advisors will only ask questions whose answers may be of importance to the project.
2.2 The apostro is also asked and informed as early as possible about all circumstances that could be of importance for the project.
2.3 Any intermediate results supplied by Apostro will be checked by the customer immediately to determine whether the information contained therein about the customer or his company is correct; Any necessary corrections and requests for changes will be communicated to the Apostro immediately in writing.
3. Object of the contract / scope of services
The subject of the order is the agreed advisory activity specified in the contract, not the achievement of a specific economic success.
4. Customer’s duty to back up data
If the tasks performed by the Apostro involve the work of Apostro consultants on or with the customer’s IT equipment, the customer will ensure in good time before the start of the corresponding activity of the Apostro consultants that all recorded data in the event of destruction or falsification reasonable effort can be reconstructed from machine-readable data carriers (data backup).
5. Invoicing, payment
5.1 In the absence of deviating agreements, Apostro is entitled to retrospectively charge the customer monthly fees and expenses depending on the occurrence. A fee payable according to the degree of success is always excluded.
5.2 Apostro’s invoices are due for payment within 10 days.
5.3 If the customer is not only in arrears with the settlement of due invoices with only small partial amounts, Apostro is entitled to stop working on the project until these requirements have been met.
6. Termination
6.1 This contract can be terminated by either party at any time by giving written notice to the other party, giving fourteen days’ notice to the end of the month. The right of the parties to extraordinary termination of the contract remains unaffected.
6.2 The customer has to compensate Apostro for the services rendered up to the date of the termination’s effectiveness and to reimburse the expenses incurred up to that point. In addition, the customer must compensate Apostro for all justifiable costs incurred in connection with the termination.
6.3 Insofar as this contract is a work contract (see section 12), the statutory provisions apply to the termination instead of the above provisions, in particular §§ 643 and 649 BGB.
7. Obstacles to performance due to force majeure
Force majeure events that make performance significantly more difficult or temporarily impossible entitle the respective party to postpone the performance of the service by the duration of the disability and a reasonable start-up time. Industrial action and similar circumstances are equivalent to force majeure insofar as they are unpredictable, serious and not through fault. The parties shall notify each other immediately of the occurrence of such circumstances.
8. Liability
8.1 If and to the extent that any errors in advice and / or defects in a work created by Apostro are based on the fact that the customer has not, or not in full or in time, fulfilled his obligations to cooperate in accordance with Section 2, Apostro’s liability is excluded. In the event of a dispute, the customer will provide proof of the full and timely fulfillment of all cooperation obligations. Apostro also assumes no liability for any damage to the customer that is based on failure to observe the data backup obligation in accordance with section 3.
8.2 Apostro is liable to the customer – irrespective of the legal reason – for the damage caused intentionally by you, your organs, executives as well as other employees and vicarious agents within the framework of the legal provisions. The same applies to damage caused by gross negligence on the part of her, her organs and senior executives. Apostro shall only be liable to the customer for damage caused by such vicarious agents who are not senior executives if the damage was caused by the violation of an essential contractual obligation.
8.3 In the event of a breach of essential contractual obligations by Apostro, its organs, its managerial staff as well as other employees and vicarious agents, Apostro is also liable for slight negligence, however only up to an amount of € 250,000 per event of damage. At the customer’s request, Apostro assumes liability beyond this amount; however, this requires a separate written agreement.
8.4 Apostro is not liable for damages that are atypical to the contract caused by you, your organs, executives as well as other employees and vicarious agents, even in the event of slight negligence, unless Apostro has been advised by the customer of the risk of unusual damage.
8.5 The above exclusions and limitations of liability do not apply to guarantees contractually assumed by Apostro and for damage caused by injury to life, limb or health.
8.6 The statutory provisions apply to the limitation of claims for damages by the customer against Apostro, with the proviso that the limitation is at least 5 years after the claim arises. For claims for damages based on injury to life, limb or health, only the statutory provisions apply.
9. Poaching employees
For the duration of this contract and for a period of 12 months after termination of the contract, the contracting parties undertake not to actively recruit or hire employees of the other party, unless the other part gives their consent after prior agreement.
10. Choice of law, general terms and conditions of the customer
10.1 The law of the Federal Republic of Germany applies exclusively to these terms and conditions and the entire legal relationship between the customer and Apostro, excluding German international private law.
10.2 General terms and conditions of the customer have no effect on Apostro, even if Apostro does not expressly object to your inclusion.
11. Place of performance, place of jurisdiction, partial nullity
11.1 The place of performance for all Apostro services is Munich.
11.2 Place of jurisdiction for all lawsuits against Apostro is Munich.
11.3 Should a provision in these terms and conditions or a provision within the framework of other agreements between the customer and Apostro be or become ineffective, the effectiveness of all other provisions or agreements will not be affected.
