General terms and conditions (GTC) of B&C SALUTION GmbH
Status: December 2021
1. Scope of application
- These General Terms and Conditions (GTC) shall apply to all business relations between the Contractor and B&C SALUTION GmbH and shall form the basis for offers, payments, legal acts, legal transactions and other services provided by B&C SALUTION GmbH. These GTC apply to all current and future business relationships, even if they are no longer specifically referred to in individual cases. They shall also apply in the case of orders placed verbally or by telephone.
- Any deviating terms and conditions of the Contractor are hereby expressly excluded.
- As far as the rights and obligations of the Contractor are concerned, the following provisions shall also apply to their partners and employees.
- The parties shall work together on a basis of trust and shall inform each other immediately of any deviations from the agreed procedure.
- The basis for the cooperation is a written offer prepared by B&C SALUTION GmbH.
- B&C SALUTION GmbH offers employee surveys in the area of health at work. The survey is available via the LimeSurvey platform. Beyond the survey, B&C SALUTION GmbH also offers complementary services and consulting. These include consulting services, workshops and coaching. All mentioned services and consulting services are hereafter referred to as “Services”. The concrete services of B&C SALUTION GmbH result exclusively from the respective offer.
- Internet access or other prerequisites that are technically, personnel-wise or economically necessary for the use of the survey portal are not part of the services provided by B&C SALUTION GmbH. Thus, the service recipient shall particularly bear the responsibility for the Internet fees required and/or incurred during or for the use of the survey platform and for the provision of the necessary devices and operating systems.
4. Cooperation obligations of the customer
- The customer supports B&C SALUTION GmbH in the fulfilment of the contractually owed services. This specifically applies to the timely provision of e.g. information and data to the extent required by the customer’s cooperation.
- The customer provides the required materials in digital form if possible. The customer ensures that B&C SALUTION GmbH obtains the rights necessary for the use of these materials.
- B&C SALUTION GmbH is entitled to charge the customer for any additional work resulting from the customer’s lack of cooperation.
5. Service changes
- B&C SALUTION GmbH reserves the right to modify or improve services at any time. This may result in visual, technical, textual or other changes. This also includes changing the survey platform, in compliance with all data protection requirements. There is no claim to improvement or modification or to further functionalities; likewise, a change, modification or improvement shall not give rise to any extraordinary right of termination if the contractual performance remains essentially unchanged.
- If the customer wishes to change the contractually determined scope of the services to be provided by B&C SALUTION GmbH, the customer shall express this change request in writing.
- B&C SALUTION GmbH shall examine what effects the requested change will have, in particular regarding remuneration, additional work and compliance with deadlines. After reviewing the change request, B&C SALUTION GmbH will explain to the customer the effects of the change request on the agreements made.
- The compensation of service changes due to customer requests, is usually based on time spent. This specifically applies to changes in performance during the project term. The compensation rates of B&C SALUTION GmbH valid at the time are decisive for the compensation of the time spent.
- If necessary, the contracting parties shall record in writing the new additional scope of services as well as the resulting new deadlines, duties to cooperate and additional remuneration.
- The contracting parties will set dates in writing. If no specific deadlines have been agreed upon, B&C SALUTION GmbH will determine the project schedule.
- B&C SALUTION GmbH shall not be responsible for delays in performance due to force majeure (e.g. strike, lockout, official orders, general disruptions in telecommunications, etc.).
- Delays in performance for which the customer is responsible (e.g., failure to provide cooperation services in a timely manner) shall entitle B&C SALUTION GmbH to postpone the performance of the affected services for the duration of the impediment plus a reasonable start-up period.
7. Remuneration and terms of payment
- The remuneration agreed in the order plus statutory value added tax shall apply.
- Unless otherwise agreed, one third of the agreed remuneration shall be due upon conclusion of the contract, one third upon commencement of the survey work and one third upon delivery of the results, in each case plus statutory value added tax. B&C SALUTION GmbH shall have the right not to start or to stop the execution of the order until the respective payments due have been made.
- Any additional expenses incurred by B&C SALUTION GmbH in the execution of the order for which customer is responsible, e.g. additional costs incurred due to incorrect or incomplete information provided by Customer, shall also be additionally compensated by customer. The same shall apply to additional expenses which B&C SALUTION GmbH could not foresee at the time the order was placed, despite due diligence, even if the additional expenses are not the responsibility of the customer.
- The customer shall bear expenses such as travel and accommodation costs against proof.
- Unless special payment terms have been agreed upon in individual cases, the invoice amount is due for payment without deductions immediately upon receipt of the invoice, so that payment is received by irrevocable credit to the bank account of B&C SALUTION GmbH within 14 days.
- In the event that payments are not or could not be made due to circumstances for which the beneficiary is responsible, B&C SALUTION GmbH may charge the beneficiary for all additional costs incurred (e.g. costs of return debit note, expenses) in the amount incurred in each case, or demand reimbursement thereof from the beneficiary.
- In the event of default in payment, B&C SALUTION GmbH shall be entitled to charge default interest in the amount of 8 percentage points above the respective base interest rate.
- The recipient shall not be entitled to assert any rights of retention or other rights to refuse performance or to set off any counterclaims, except for claims expressly acknowledged in writing by B&C SALUTION GmbH or established by a final court judgment.
- If the recipient is in default with an agreed payment or other performance, B&C SALUTION GmbH may, at its own discretion – without prejudice to other rights – (i) postpone the fulfillment of its own obligations until the overdue payments or other benefits have been effected; or (ii) withdraw from the contract in the event of failure to comply with a reasonable grace period.
- Invoices and receipts are delivered by e-mail or by mail.
- B&C SALUTION GmbH grants customer the non-exclusive right to use the services rendered in accordance with the contract, without any limitation as to territory or time.
- Until full payment of the remuneration, the customer is only permitted to use the services provided on a revocable basis. B&C SALUTION GmbH may revoke the use of the services rendered for which the customer is in default of payment for the duration of the default.
- The customer agrees to be named as a reference customer. For this purpose, B&C SALUTION GmbH may use the logo as well as the company name and other company trademarks.
- B&C SALUTION GmbH shall only be liable for contractual or non-contractual damages if the damage was caused by gross negligence or intent. In addition, B&C SALUTION GmbH shall also be liable for the breach of an essential contractual obligation due to simple negligence, however, limited in amount to the pecuniary disadvantages that B&C SALUTION GmbH should have foreseen as a possible consequence of the breach of contract upon conclusion of the contract. Material contractual obligations in the aforementioned sense are obligations the fulfillment of which is essential for the proper performance of the contract and the achievement of the purpose of the contract and on the fulfillment of which the Customer may rely in accordance with the content and purpose of the contract.
- The foregoing limitations of liability shall also apply to any personal liability of B&C SALUTION GmbH’s officers, employees or agents. The customer shall be obligated to contribute what is reasonable in order to keep any possible damage to a minimum and to notify B&C SALUTION GmbH in a timely manner of the possibility of an exceptionally high damage occurring.
10. Data security
- The parties undertake to comply with all applicable statutory provisions, in particular provisions of the General Data Protection Regulation (GDPR) and other data protection provisions, when performing the order.
- To the extent that B&C SALUTION GmbH processes personal data, this shall be done in accordance with the applicable provisions of the German Federal Data Protection Act, and as of May 25, 2018, the General Data Protection Regulation. For more information on data processing and privacy, please refer to B&C SALUTION GmbH’s data protection declaration or contact firstname.lastname@example.org.
11. Confidentiality, press release
- All documents or other information of an economic, operational, financial, technical, or other nature obtained by one party from the other party in connection with the performance of the order and designated by the latter as confidential or confidential by nature may be used exclusively for the purposes of the order and may not be disclosed to third parties. This confidentiality obligation also applies to the conditions of the order.
- The confidentiality obligation shall also apply after termination of the order. However, it shall not extend to such documents or information which were already in the possession of the other party at the time of the transfer to the other party, were provided by a third party without breach of a confidentiality obligation or are in the public domain. Furthermore, the confidentiality obligation shall not apply if there is an obligation to disclose by virtue of law or an official order or if disclosure is necessary to protect rights arising from this agreement.
- Both contracting parties undertake to impose the obligations arising from this clause also on all their employees and the employees of their affiliated companies as well as freelancers and consultants who have access to such information due to their work.
- Public Announcements Press releases as well as other public announcements to third parties regarding the business relationship between B&C SALUTION GmbH and customer or regarding the details of agreements made require the prior approval of B&C SALUTION GmbH. This also applies to the use of logos and other marks of B&C SALUTION GmbH.
12. Modification of the GTC
- B&C SALUTION GmbH reserves the right to change these General Terms and Conditions. For amendments to the General Terms and Conditions, publication, and reference to the Internet address at which the respective current version of the General Terms and Conditions can be accessed shall be sufficient.
13. Applicable law and place of jurisdiction
- These GTC and the relationship between the customer and B&C SALUTION GmbH shall be governed exclusively by German law.
- The UN Convention on Contracts for the International Sale of Goods and all provisions relating to the UN Convention on Contracts for the International Sale of Goods are expressly excluded.
- Subsidiary agreements and amendments to the contract must be made in writing.
- In business transactions with merchants, legal entities under public law or special funds under public law, the place of jurisdiction for any legal action shall be the registered office of B&C SALUTION GmbH. Insofar as claims of B&C SALUTION GmbH are not asserted in dunning proceedings, the place of jurisdiction for non-merchants shall be determined by their place of residence.
- Place of performance is Munich.
14. Severability Clause
- Should one or more provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions of these GTC.
- This provision shall apply if there should be a gap in these provisions or if individual provisions should prove to be unenforceable.
15. General information
All declarations to be made between the parties within the framework of the contractual relationship as well as amendments or supplements to the contractual provisions shall only be binding in writing. This also applies to the waiver of the formal requirement. Sending by e-mail corresponds to the written form.
16. Cooperations and subcontractors
B&C SALUTION GmbH cooperates with other companies or obtains services from these companies. These are in detail:
- ITM Beratungsgesellschaft mbH: Cooperation regarding the entire process and all work steps (acquisition, offers, survey, presentation, workshops, consulting, coaching, etc.). Depending on the customer relationship/account assignment, ITM is a subcontractor of B&C SALUTION or subcontracts B&C SALUTION itself.