General terms and conditions (GTC) of UMCO GmbH

as of 12.06.2018

A. General information

  1. The following Terms and Conditions shall govern the relationship between the Client and UMCO GmbH (hereafter referred to as UMCO)
  2. Unless otherwise agreed on an individual basis, these Terms and Conditions apply to the contract to the exclusion of all other terms, whether implied or otherwise. Alterations to these Terms and Conditions by individual clients are invalid unless expressly confirmed by both parties in writing.
  3. Consulting services, advice, recommendations, or opinions provided by UMCO do not constitute legal advice within the meaning of the Rechtsdienstleistungsgesetz (RDG).

B. Payments

  1. Unless otherwise agreed, the hourly rate is € 150 and the daily rate € 1,200. Services performed on an hourly basis are billable in 15-minute intervals. There is an additional 30% surcharge for work done on Sundays and German public holidays.
  2. Unless otherwise agreed, travel times are billable at an hourly rate of € 75.
  3. Reasonable accommodation costs and other associated employee expenses are reimbursable following proof of expenditure. Travel expenses for travel via rail (2nd class), air (economy class) or road (€ 0.65 per kilometre) are also reimbursable accordingly.
  4. The agreed remuneration is subject to statutory value-added tax and is payable without deduction within 14 days of the invoice date.
  5. For orders with a total value of more than € 2,500, UMCO is entitled to invoice partial payments on a monthly basis. UMCO will provide the Client with the corresponding verification upon request.
  6. In the event of unexpected changes in circumstance, UMCO is entitled to adjust the agreed fees accordingly. Unexpected circumstances may include, in particular:An increase in the work required (calculated on a man-hour basis) of more than 15%,
    - An increase in the work required (calculated on a man-hour basis) of more than 15%
    - Breaches of the Client in their duty to cooperate with UMCO
    - Changes by the Client to their requested services from UMCO, subsequent to signing the contract.
  7. Payment is deemed to have been made by the Client after UMCO possesses the stipulated remuneration without restriction or limitation.

C. Legal compensation

Legal compensation to the Client is only admissible if their claim is undisputed or has been established in a German court
of law. This also applies to any consideration or services resulting from the same contractual relationship.

D. Contract term and termination

  1. Unless otherwise agreed, contracts with UMCO are valid indefinitely. Both parties may terminate the contract with three months' notice through to the end of each calendar year.
  2. Within the first three months of signing the contract, both parties may terminate the contractual relationship through to the end of the month without explanation.
  3. Individual services may be booked separately, or terminated with three months’ notice to the end of each calendar year.
  4. 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.
  5. The right of all parties to extra-ordinarily terminate the contract for good cause remains unaffected. Good cause exists for UMCO when there is, in particular:
    - Late or defaulted payment on the part of the Client,
    - Doubt about the creditworthiness of the Client
    - An application for the opening of insolvency proceedings by the Client, or refusal of same,
    - A cessation of the Client's business activities.

E. Client’s obligations to cooperate

  1. The provision of UMCO's services are reliant upon information provided by the Client. Such information must be disclosed completely and truthfully when contract negotiations are concluded. If the Client subsequently becomes aware of any further information, this information must be provided to UMCO without delay. UMCO is not obliged to check the completeness and correctness of any data, facts, or other information and services provided to UMCO by he Client. This clause does not apply if the contract expressly includes such an investigation by UMCO.
  2. The Client is obliged to:
    - Provide UMCO employees with timely access to all information necessary to fulfil the contract, including all necessary documentation and knowledge of any circumstances that may be of importance for the fulfilment of the contract, even without the express request for such information
    - Comprehensively inform UMCO regarding any known dangers and operating procedures without need for prior solicitation on the part of UMCO.

F. Engagement of third parties

UMCO is entitled to engage third parties to carry out the contracted work on behalf of UMCO, in all or in part.

G. Liability

  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. Liability is limited to foreseeable and contract-typical damages,
    up to a maximum amount of EUR 500,000.00. 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 1989, amended 2015) or the liability arising from a no-fault guarantee.
  5. Insofar as liability is limited or excluded pursuant to clauses 3 and 4, this shall also apply to the personal liability of the mployees, workers, representatives, institutions, and auxiliary agents of the relevant parties.

H. Storage and return of documents

  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.

I. Changes to the General Terms and Conditions

UMCO reserves the right to make changes or additions to the Terms and Conditions at any time, provided the Client is not disadvantaged on a good faith basis. The Client shall be notified in writing (including by e-mail) of any changes or additions to these Terms and Conditions at least 30 days before the amended Terms and Conditions would take effect. Changes or additions to these Terms and Conditions are deemed to have been approved if a Client does not object in writing within two months of notification. Clients will be specifically reminded of this clause when changes are announced. If a Client objects to the change or addition, they can annul the contract according to the ordinary contract termination lause. Continued use of the contracted services by the Client under the altered Terms and Conditions denotes acceptance of the same.

J. Place of jurisdiction and choice of law

  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, specially the UN Convention on Contracts for the International Sale of Goods.

K. Other provisions

  1. Legally relevant declarations and notifications made by the Client to UMCO (e.g. setting deadlines, notification of defects, declarations of withdrawal or reduction in services) after the contract has been signed must be delivered in writing.
  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 Terms and Conditions.
  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 ontact the Client's management body directly at any time.