§1 Scope
Our general terms and conditions (GTC) shall apply to all business transactions with our client, who shall hereinafter to be termed "Client". The GTC shall be deemed to be automatically accepted by the Client upon placement of an order and shall remain in force for the duration of the business relationship.
§2 Placing of Orders and Performance
2.1 The basis for the business relationship shall be the respective contract and/or the written order from the client to us, which shall contain the scope of services and the remuneration.
2.2 The Client may place orders with us by telephone, by post, by fax or by e-mail.
We also accept orders without a specific form. Following receipt of an order the Customer shall receive a written order confirmation (by [e-]mail, fax or post). Upon such order confirmation the contract shall be deemed to have been accepted and the contract formed.
2.3 Where special requirements exist, we shall consult external advisers, whom we know through long-standing cooperation. In such cases the business relationship shall continue to be between us and the Customer, save as otherwise agreed.
2.4. Updates and changes of offers and orders shall be stipulated by both parties in writing and shall become an integral part of the contractual relationship between us and the Customer by way of an additional agreement.
§3 Prices
All prices of our services are exclusive of statutory value added tax. Our international customers are exempt from value added tax, since our legal and tax domicile is in England.
§4 Payment and Due Dates
4.1 We shall be entitled to payment of the price upon placement of an order. All services provided by us, which are not expressly designated as being included in the price, shall be ancillary services, which shall be paid for separately.
4.2 As soon as the Customer receives an invoice, the price becomes due for payment.
4.3 The Customer shall be in default even without a warning letter on our part, if he fails to effect payment within 10 days following the due date thereof and receipt of the invoice. In such a case, we shall be entitled to demand default interest at the statutory rate.
4.4 The customer shall only be entitled to set off and retain similar claims if such have become final and non-appealable and undisputed. In the case of non-similar claims no right of retention shall arise with respect to claims stemming from the same contractual relationship.
§5 Lead Times and Deadlines
5.1 Lead times can only be guidelines and/or estimated target dates, which are stated to the best of our knowledge, but which are not binding, since the waiting period must be approved by the authorities etc.
§6 Client’s Duty to Cooperate
The client shall provide us with all documents, information and materials required for the execution of the order.
§7 Confidentiality Clause
We shall be obliged to observe secrecy with respect to all corporate, commercial and private matters of which we become aware within the framework of the consultancy activities. The aforesaid duty of confidentiality shall apply to the same extent to our vicarious agents. The duty of confidentiality shall also apply following termination of the contract and can only be cancelled by the Client himself in writing. In addition, we shall be obliged to hold the documents delivered to us for the purpose of the consultancy activity in safe custody and to protect same against inspection by third parties. No documents etc. delivered to us by the Client shall be sent back to the Client, save as such shall be expressly requested and also correspondingly remunerated.
§8 Limitation on Liability
8.1 We assume no liability for any damage occasioned by force majeure (e.g. power failures, natural events or traffic congestion), network and server failures, line and transmission faults, viruses or interruptions in the postal system. The Client shall be responsible for the final examination of all communicated and/or sent data.
8.2 We assume no liability for damage to the Client’s hardware and software occasioned by the unwitting transmission of documents by e-mail, which have become infected by a virus.
8.3 We shall be obliged to perform work entrusted to us with professional and commercial care to the best of our knowledge. However, we shall not be liable in the event that the success of one of the measures proposed by us fails to meet the Client’s expectations.
8.4 We shall not be liable for damage and consequential damage, in the event that the client himself or a third party has changed or falsified the materials, documents or information delivered to us.
8.5 Our liability shall be limited to wilful intent and gross negligence and to the breach of cardinal duties.
§9 Complaints about Defects
9.1 If the Client has not announced any objective serious defects within 3 days following completion of the order, the order shall be deemed to have been finally completed.
9.2 Should the Client completely challenge [the quality of] a provided service, such a complaint must be corroborated with a serious second opinion drawn up by a third party.
9.3 Should a complaint about a defect be made, we must be provided with the opportunity to rectify such defect. Should such rectification be demonstrably unsuccessful, the Client shall be entitled to repudiate the contract or to demand a reduction. In any event, liability shall be limited to the extent of the respective order. We shall not assume liability based on a breach of copyright or third-party claims.
§10 Severability Clause
Should a provision of these General Terms and Conditions be or become ineffective, the remaining provisions hereof shall not be affected thereby. Such ineffective provision shall be replaced by a provision which most closely approximates – within the framework of the legally permissible - the intentions and interests of both parties.
§12 Place of Performance and Jurisdiction
12.1 The place of performance shall be our consulting firm’s registered offices in London.
The local competent court at our registered offices in London shall have jurisdiction to hear all disputes arising directly or indirectly between us and the Client.
London, 1 July 2007 mt- consult Ltd.
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mt-consult international ltd.
First Floor
27 Gloucester Place
London W1U 8HU
Tel: 0044 (0) 207 486 2712
Fax: 0044 (0) 207 486 2589