General Terms and Conditions of Trustventure GmbH
1. General information
Orders of Trustventure are exclusively concluded and executed according to these general terms and conditions. Conflicting conditions of the client are not valid, if and as long as they are not accepted in writing.
2. Services of Trustventure
- In individual cases something else is agreed upon - in the independent and instruction-free consultation of the client as service.
- A concrete success is neither owed nor guaranteed. The client decides in sole responsibility about the time as well as the kind and extent of the measures recommended by Trustventure or agreed upon with Trustventure. This applies even if Trustventure accompanies the implementation of coordinated plans or measures by the client.
- The concrete content and scope of the activity to be provided by Trustventure depends on the written order. If the necessity of additional or supplementary activities arises, Trustventure will inform the client about this. In this case, Trustventure will extend the assignment, if the client requests or accepts the additional activity.
- Trustventure bases its activities on the information or documents provided by the client as well as the transmitted figures as complete and correct. Trustventure is not obliged to check the correctness, completeness or regularity or to carry out own research. This is also valid, if plausibility checks or valuations are to be made by Trustventure within the scope of the given order, which are only connected to the information, data or documents provided by the client and do not have their examination as a content.
- The provision of legal or tax advice is excluded as part of the contract.
- The passing on or presentation of written elaborations or results of Trustventure to third parties requires the prior consent of Trustventure and takes place solely in the interest and on behalf of the client. The third party is not included in the scope of protection of the contract between the client and Trustventure. This is also valid if the third party bears or takes over the remuneration of the activity of Trustventure for the client in whole or in part.
3. Obligations of the client to cooperate
- The client provides Trustventure with the information and documents necessary for the execution of the order, complete and correct in content.
- If the client does not or not completely perform the obligatory cooperation acts after the request of Trustventure, Trustventure is entitled, but not obligated, to cancel the concluded contract without notice after prior written notice. In this case, Trustventure can either charge the client for the services actually rendered up to the time of cancellation or instead the agreed or forecasted total compensation less expenses saved by the premature termination of the contract.
- The client provides Trustventure with a declaration of completeness, in which it is confirmed that the information and documents provided by the client are complete and correct and that no indications exist or are known that could call into question their completeness and correctness.
- The services of Trustventure are - unless otherwise agreed in writing in individual cases - calculated and remunerated according to the daily rates valid at Trustventure, plus expenses, additional costs, daily allowances etc.
- Trustventure is entitled to charge appropriate advance payments for the expected services to be rendered or appropriate down payments for services already rendered. The consultation begins after the settlement of the first advance invoice.
- If requested advances, payments on account or other invoices are not or not completely balanced by Trustventure, Trustventure is entitled to stop further activities until the outstanding debt is completely settled. Beyond that, Trustventure can cancel the concluded contract without notice after previous written reminder with threat of termination. In this case, Trustventure can either charge the client for the services actually rendered until the date of cancellation or instead the agreed or forecasted total compensation less expenses saved by the premature termination of the contract.
- Time and compensation forecasts of Trustventure regarding the execution of an assignment represent a non-binding estimate, since the required time may depend on factors that Trustventure cannot influence.
- If the exceeding of the prognosticated time or remuneration volume is based on circumstances for which the client is responsible (e.g. insufficient cooperation of the client) the resulting additional expenditure is to be remunerated according to the daily rates of Trustventure. The same applies for overruns up to 30%, if they are based on other causes.
- If the actual processing time is more than 30% over the prognosticated working time, the client has the right to choose, after information by Trustventure, either to terminate the order and pay for the services rendered until then according to the agreed conditions or to continue the order and pay the exceeded working time additionally on a daily rate basis.
5. Terms of payment
- The remuneration agreed upon with Trustventure are net prices, which are to be paid plus the respectively valid legal sales tax.
- The invoices of Trustventure are due without deductions upon receipt by the customer. Invoices on account, down payments and advances have to be transferred to the account indicated by Trustventure at the latest on the 5th calendar day after the invoice date. Final invoices are to be transferred to the account given by Trustventure at the latest on the 15th calendar day after the due date.
- If the client is a consumer, he is in default of payment by the reminder of Trustventure, at the latest 30 days after receipt of the invoice. In this case default interest in the legal amount is to be paid.
- 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 time of default, the default interest shall amount to 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 client may only offset with undisputed or legally established counterclaims; otherwise offsetting is excluded. If the customer is not a consumer, he shall only be entitled 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.
- A 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.
- Trustventure is only liable - if the client is not a consumer - in case of intention or gross negligence. The liability is limited to the typically foreseeable damage. Claims, which refer to an injury of life, body or health, are not subject to a limitation of liability.
- The liability of Trustventure is not applicable if the occurred damage is also due to incorrect or incomplete information or documents of the client. The same is valid if the client does not give written notice to Trustventure within 14 calendar days after receipt of knowledge.
- Amendments or supplements to the order or to these General Terms and Conditions of Contract must - with the exception of extensions to the order in accordance with section 2.c. of these Terms and Conditions - be made in writing in order to be effective. Tacit modification of the order or of these General Terms and Conditions of Contract is excluded.
- Should a provision of the order or these contractual terms and conditions be or become legally ineffective, this shall not affect the legal effectiveness of the remaining provisions of the order and these contractual terms and conditions. In this case, a legally effective provision shall be agreed between the parties to the contract which comes closest 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 a gap that is contrary to the rules, which is to be closed by a supplementary interpretation of the contract.
- The place of performance for all services is Cologne. The exclusive place of jurisdiction for all disputes arising from the order (including those in summary proceedings based on documentary evidence and bills of exchange and in dunning proceedings) shall be 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 businessman, Cologne is also agreed as the place of jurisdiction if the customer has no place of jurisdiction in Germany at the time the action is filed or if the customer has his habitual residence and/or domicile outside of Germany or has moved there or if his residence or habitual residence is unknown.