General Terms and Conditions (GTC) of UMCO GmbH

1. The following Terms and Conditions (hereinafter referred to as GTC) shall govern the relationship between the Client and UMCO GmbH (hereafter referred to as UMCO).
2. Unless otherwise agreed on a case-by-case basis, contracts are concluded exclusively in consideration of these Terms and Conditions. In the event of conflicting clauses, the statutory provisions shall apply.
3. Consulting services, advice, recommendations, or opinions provided by UMCO do not constitute legal advice within the meaning of the German Legal Service Act (Rechtsdienstleistungsgesetz).

1. Unless otherwise agreed, the hourly rate is €190. Services based on hourly billing are charged in 15-minute intervals. A surcharge of 30% applies for work on weekends and public holidays.
2. Travel time is considered working time and is charged at half the hourly rate according to B.1.
3. The Client shall bear all travel, meal, and accommodation expenses incurred in connection with the order, unless otherwise contractually agreed, in accordance with § 670 of the German Civil Code (BGB).
   - Additionally, the following applies: For travel by car, the kilometre rate is €0.75.
   - Per diem allowances for domestic and international travel are based on the applicable guidelines of the German Federal Ministry of Finance.
4. The agreed remuneration is subject to statutory value-added tax (VAT) and must be paid within 14 days of invoicing without deduction. Any bank fees for international transfers to UMCO are to be borne by the Client.
5. In the case of service contracts, the Client is obligated to pay the agreed flat fee in advance via bank transfer from the effective date of the contract upon receipt of an invoice from UMCO. Ongoing costs incurred by UMCO for third-party services, such as the Poison Information Centre (GIZ-Nord) or Ricardo (NCEC), are also due annually in advance.
6. For orders exceeding a total value of €2,500, UMCO is entitled to invoice reasonable partial amounts on a monthly basis. UMCO will provide the Client with relevant supporting documents upon request.
7. UMCO is entitled to adjust the agreed flat fee or unit price appropriately in the event of unforeseen circumstances. Unforeseen circumstances particularly include:
   - An increase in actual workload that significantly affects the calculated basis of the flat fee or unit price, e.g., an additional effort of 15% or more;
   - Violations of the Client’s cooperation obligations leading to additional effort;
   - Subsequent changes to the services to be provided by UMCO at the request of the Client;
   - Price changes by cooperation partners or suppliers used to fulfil the contractual service;
   - Market-economic conditions that necessitate an adjustment of the flat fee or unit price;
   - Price changes that directly affect ancillary services and expenses.
   
   The contracting party may object in writing within two weeks of receiving the price adjustment notice. If the contracting party objects, both parties have the right to terminate the contract with one month’s notice.
8. Additional costs incurred due to the Client’s request or fault will be billed at the general hourly rate according to B.1 This includes, but is not limited to:
   - Registration and use of Client portals;
   - Subsequent changes requested by the client regarding invoicing, the scope of services, or changes in contact persons;
   - Special form or signature requirements imposed by the Client;
   - Special service confirmations;
   - Additional services not contractually owed.
9. Payment by the Client shall be deemed to have been made when UMCO has unrestricted access to the funds.
10. For seminars/training sessions, invoicing occurs at the start of the seminar. Partial participation does not entitle the participant to a fee reduction.
11. External costs incurred in connection with the order must be fully covered by the Client. Payment is part of the Client’s cooperation obligation.
12. If the Client is unable to meet an agreed deadline, they must notify UMCO as soon as possible, but no later than three working days in advance. If the deadline is postponed or cancelled at a later time, UMCO reserves the right to charge 50% of the agreed costs or the planned time expenditure at the specified hourly rate.

Any set-off by the Client is only admissible if their claim is undisputed or has been established in a German court of law. Counterclaims from the same contractual relationship are excluded.

1. Unless otherwise agreed, the contracts with UMCO are concluded for an indefinite period. Both parties may terminate the contract or individual services with three months' notice, effective at the end of any calendar year.
2. If UMCO terminates the contract for any reason for which the Client is responsible, the Client is not released from their obligation to pay the agreed remuneration until the end of the contractual relationship.
3. Either party has the right to terminate the contract extraordinarily for good cause, particularly in the following cases:
   - Payment default by the Client;
   - Doubts regarding the creditworthiness of the Client;
   - Application for or rejection of insolvency proceedings of the Client;
   - Termination of the Client’s legal capacity;
   - Rejection of a price adjustment by the Client.
   
   Either party also has the right to terminate the contract if:
   - Third parties whose services UMCO uses to fulfil the contract increase their prices, and
   - UMCO offers the Client a contract adjustment, and
   - The client rejects this adjustment.

1. 1. UMCO’s services are provided based on the information supplied by the Client. Such information must be disclosed fully and truthfully at the time of contract conclusion. If the Client subsequently becomes aware of any additional information, it must be communicated to UMCO without delay. UMCO is under no obligation to verify the completeness or accuracy of any data, facts, or other information and services provided by the Client, unless the contract expressly includes such verification.
2. The Client undertakes to:
   - provide UMCO's employees with access at all times to the information necessary for the performance of their duties and to supply them with all required documents in a timely manner;
   - respond promptly to UMCO’s inquiries and proposed deadlines;
   - inform UMCO, without the need for a specific request, of any circumstances that may be relevant to the performance of the contract;
   - proactively inform UMCO of any known hazards and operational procedures.
3. If the execution of the contract is dependent on services provided by third-party services (see B.11), UMCO is entitled to suspend its own services until outstanding invoices have been paid by the Client.

UMCO is entitled to engage the services of third parties for the performance of contractual obligations.

1. UMCO is liable without limitation for damages caused via malice or gross negligence on their part.
2. Excepting cases of injury to life, body, or health, UMCO shall be liable for simple negligence only if essential contractual obligations (cardinal obligations) have been violated. An essential contractual obligation is an obligation where the Client would typically rely on the adherence thereof, and without which the contract cannot be fulfilled.
3. Liability for indirect and unforeseeable damage, loss of production or use of assets, loss of profit, unrealised savings, and pecuniary loss due to third-party claims is excluded in the case of simple negligence, except in the case of injury to life, body or health.
4. Any further liability than that described in this contract is excluded, irrespective of the legal nature of the asserted claim. However, the above limitations and exclusions of liability do not apply to a legally mandatory liability without fault (e.g. in accordance with the Product Liability Act) or the liability arising from a no-fault guarantee.
5. Insofar as liability is limited or excluded pursuant to G. 3 and 4, this shall also apply to the personal liability of the employees, workers, representatives, institutions, and auxiliary agents of the relevant parties.
6. UMCO is not liable for damages caused by minor negligence resulting from cyberattacks, provided UMCO has implemented and adhered to the security measures required by the NIS II Directive (EU 2022/2555).
7. By participating in web-based meetings from a non-EU country, the participant acknowledges and agrees that the security of shared data cannot be guaranteed. UMCO disclaims any liability in this regard to the extent permitted by law. Objections to data sharing must be raised by the participant before the start of the meeting.

1. UMCO's obligation to retain documents in connection with the contracted service shall end one year after termination of the contract, unless UMCO is legally obligated to retain them for a longer period.
2. Documents provided by the Client are returnable upon request of the Client and at the Client's expense upon termination of the contract. If the Client does not request the documents, UMCO is entitled to destroy them after one year, unless UMCO is legally obligated to keep them for a longer period.
3. Documents prepared by UMCO for the purposes of the contract, but which were not prepared expressly for the Client, may only be released by the Client with UMCO's express written consent.

UMCO reserves the right to amend these Terms and Conditions at any time, in compliance with applicable legal requirements. The contracting party will be informed of any changes via email six weeks prior to their effective date. The contracting party has the right to object to the applicability of the new Terms and Conditions within four weeks of receiving the email. If the Client does not raise an objection, the amended Terms and Conditions will become part of the contract after the expiration of the four-week period. If the contracting party objects to the change or addition, the contract may be terminated by ordinary notice. If the user continues to make use of the services under the amended terms, such use will be considered as acceptance of the changes.

1. As far as legally permissible, Hamburg is the place of jurisdiction. The applicable laws and regulations are those of the Federal Republic of Germany.
2. The contractual relationship between UMCO and the Client, and all claims arising therefrom, is governed by the laws of the Federal Republic of Germany to the exclusion of all international and supranational (contractual) legal systems, especially the UN Convention on Contracts for the International Sale of Goods.

1. Legally significant declarations and notifications made by the Client to UMCO after the conclusion of the contract (e.g., setting deadlines, defect notices, declarations of withdrawal or reduction) require written form to be effective, with electronic form also being sufficient (e.g., by email).
2. The language of communication between all parties is German. However, English is also permissible for the purposes of forwarding or reproducing the content of foreign-language documents or of facts relating to the contract.
3. References to the validity of legal regulations have only a clarifying significance. Even without such clarification, the statutory provisions shall apply insofar as they are not directly modified or explicitly excluded in these GTC.
4. The use of services provided by UMCO does not guarantee economic success of the Client.
5. Oral agreements made before or after signing a contract are invalid without express written confirmation.
6. The Client undertakes to appoint a contact person who is authorised to act on behalf of the Client and its subsidiaries and to make such interim decisions as may be necessary for the ongoing fulfilment of the contract. If questions or problems arise during the fulfilment of the contract that cannot be clarified via the contact person, UMCO is entitled to contact the Client's management body directly at any time.