General Terms and Conditions of Trustventure GmbH
Trustventure orders are concluded and carried out exclusively on the basis of these General Terms and Conditions. Conflicting conditions of the client are not valid unless and until they have been recognized in writing.
II. Trustventure Services
- Unless otherwise agreed in individual cases, Trustventure’s activity consists of providing independent advice to the client, free of instructions, as a service.
- Concrete success is neither owed nor guaranteed. The client decides in sole responsibility about the point in time as well as the type and scope of the measures recommended by Trustventure or agreed with Trustventure. This applies even if Trustventure accompanies the implementation of coordinated plans or measures by the client.
- The specific content and scope of the activity to be performed by Trustventure depends on the written order. If there is a need for additional or supplementary activities, Trustventure will draw the client’s attention to this. In this case, Trustventure also expands the order by the client requesting or accepting the additional or supplementary work.
- Trustventure bases its activities on the information or documents provided by the client and the transmitted figures as complete and correct. Trustventure is not obliged to check the correctness, completeness or regularity or to carry out its own research. This also applies if, as part of the order placed by Trustventure, plausibility checks or valuations are to be carried out which are solely based on the information, details or documents provided by the client and do not have the content of their verification.
- The provision of legal or tax advisory activities is excluded as part of the contract.
- The passing on or presentation of written elaborations or results from Trustventure to third parties requires the prior consent of Trustventure and is carried out solely in the interest and on behalf of the customer. As a result, the third party is not included in the scope of protection of the order between the client and Trustventure. This also applies if the third party bears or takes over the payment for Trustventure’s work for the customer in whole or in part.
III. Customer’s obligations to cooperate
- The client provides Trustventure with the information and documents required for the execution of the order in full and with correct content.
- If the customer fails to perform the cooperative actions incumbent on him or not in full at Trustventure’s request, Trustventure is entitled, but not obliged, to terminate the concluded contract without notice after prior written notification. In this case, Trustventure can either invoice the client for the services actually provided up to the time of termination or instead for the agreed or forecast total remuneration less expenses saved by the premature termination of the contract.
- The client issues a declaration of completeness to Trustventure, in which it is confirmed that the information and documents provided by him are complete and correct and that there are no indications or known which could call into question their completeness and correctness.
- Unless otherwise agreed in writing in individual cases, Trustventure’s services are calculated and remunerated according to the daily rates applicable at Trustventure plus expenses, ancillary costs, per diems, etc.
- Trustventure is entitled to charge reasonable advance payments for the services that are expected to be rendered or reasonable advance payments for services already rendered. The consultation begins after the first advance invoice has been settled.
- If advance payments, advance payments or other invoices requested by Trustventure are not or not fully settled, Trustventure is entitled to stop further activities until the outstanding claim has been settled in full. In addition, Trustventure can terminate the concluded contract without notice after a prior written reminder with the threat of termination. In this case, Trustventure can either invoice the client for the services actually provided up to the time of termination or instead for the agreed or forecast total remuneration less expenses saved by the premature termination of the contract.
- Time and remuneration forecasts by Trustventure in relation to the execution of an order represent a non-binding estimate, since the time required may depend on factors that cannot be influenced by Trustventure.
- If the forecast amount of time or remuneration is exceeded due to circumstances for which the client is responsible (e.g. insufficient cooperation on the part of the client), the resulting additional expenditure is to be reimbursed in accordance with Trustventure’s applicable daily rates. The same applies to exceedances of up to 30% if they are based on other causes.
- If the actual processing time is more than 30% longer than the forecast working time, the client has the right, after being informed by Trustventure, to either end the order and to remunerate the service provided up to that point under the agreed conditions, or to continue the order and pay the exceeded working time in addition to be paid on a daily basis.
V. Payment Arrangements
- Both remuneration agreed with Trustventure are net prices, which are to be paid plus the applicable statutory sales tax.
- Trustventure’s invoices are due without deductions upon receipt by the customer. Invoices on account, down payments and advances must be transferred to the account specified by Trustventure no later than the 5th calendar day after the invoice date. Final invoices must be transferred to the account specified by Trustventure no later than the 15th calendar day after they are due.
- If the client is a consumer, he is in default of payment after a reminder from Trustventure, but no later than 30 days after receipt of the invoice. In this case default interest is to be paid at the statutory rate.
- If the client is not a consumer, he is in default by exceeding the payment deadline; a reminder is not required for this. From the moment of default, the default interest is 8% above the current base rate, but at least 10% of the invoice amount. In the event that the statutory interest rate is below this minimum rate, the client is entitled to prove that less interest damage has been incurred.
- The customer may only offset undisputed or legally established counterclaims; otherwise offsetting is excluded. If the customer is not a consumer, he is only authorized to exercise a right of retention if his counterclaims have been legally established or are undisputed.
- Verbal or telephone information, explanations, advice or recommendations are given to the best of our knowledge and belief. However, they are only binding if they are confirmed in writing.
- Any liability or guarantee for the success of measures recommended by Trustventure is excluded. This also applies if Trustventure accompanies the implementation of coordinated or recommended plans or measures.
- Unless the customer is a consumer, Trustventure is only liable in the event of intent or gross negligence. The amount of liability is limited to the typically foreseeable damage. Claims relating to injury to life, limb or health are not subject to any limitation of liability.
- Trustventure is not liable if the damage that has occurred is also due to incorrect or incomplete information or documents provided by the client. The same applies if the client does not notify Trustventure in writing of circumstances giving rise to liability within 14 calendar days of becoming aware of them.
VII. Final Provisions
- Changes or additions to the order or these General Terms and Conditions require – with the exception of order extensions according to Section 2.c. of these conditions – to be effective, compliance with the written form. A tacit change of the order or the general contract conditions is excluded.
- Should a provision of the order or these contractual terms be or become legally ineffective, this shall not affect the legal validity of the remaining provisions of the order or these contractual terms. In this case, a legally effective regulation must be agreed between the contracting parties that comes as close as possible to the meaning and purpose as well as the economic objective of the invalid clause. The same procedure is to be followed if the order or these contractual terms and conditions contain an irregular gap that needs to be closed by means of a supplementary interpretation of the contract.
- Place of performance for all services is Cologne. The exclusive place of jurisdiction for all disputes arising from the order (including those in the document and bill of exchange process and in the dunning procedure) is Cologne, insofar as the customer is a merchant, a special fund under public law or a legal entity under public law. If the customer is not a merchant, Cologne is also agreed as the place of jurisdiction if the customer does not have a place of jurisdiction in Germany at the time the action is filed or has his usual place of residence and/or his place of residence outside Germany or has moved there or his place of residence or usual place of residence is not known.