General Terms and Conditions (GTC)

1. General information

SAPHIRON shall act exclusively on the basis of these General Terms and Conditions. Conflicting terms and conditions of the Customer are excluded and shall not be valid, even if they have been the subject of prior correspondence, unless and until they have been expressly recognized in writing by SAPHIRON.

2. Services of SAPHIRON

a) SAPHIRON’s contractual activity consists of providing the Client with independent and instruction-free advice in the form of a service, unless expressly agreed otherwise in individual cases. No specific success is agreed or owed.

SAPHIRON shall determine the place, time and manner of performance of the agreed activity on its own responsibility and at its dutiful discretion based on the purpose of the contract. Specific personal appointments can be agreed and must be notified by the Customer with sufficient lead time for agreement.

SAPHIRON shall determine the place, time and manner of performance of the agreed activity on its own responsibility and at its due discretion, taking into account the purpose of the contract. Special personal appointments can be agreed and must be communicated by the Customer with sufficient lead time for coordination.

SAPHIRON is entitled to commission third parties to perform the Services. SAPHIRON shall notify the Customer of such engagement in advance. If SAPHIRON engages third parties to assist it, such third parties shall have an exclusive contractual relationship with SAPHIRON.

b) SAPHIRON shall base its activities on the information provided by the Customer, the documents made available and the figures provided (notifications) as being complete and correct. SAPHIRON shall not be obliged to verify the accuracy, completeness or correctness of the information or to carry out its own research in this regard. This shall also apply if plausibility checks or valuations are to be carried out by SAPHIRON within the scope of the order placed, which are based on communications from the Customer, unless their verification is the express subject of an order from the Customer.

The content and scope of the work to be performed by SAPHIRON shall be set out in the written agreement (written agreement). If additional or supplementary activities are required, SAPHIRON shall notify the Customer immediately. The provision of these additional or supplementary activities requires the conclusion of a corresponding agreement between the parties. SAPHIRON’s then generally applicable remuneration rates shall apply.

c) The provision of legal or tax advisory services is excluded as part of the contract.

The passing on or presentation of written elaborations or other results or works produced by SAPHIRON, including in the course of its activities for the Customer, by the Customer to third parties shall require the prior consent of SAPHIRON. Unless otherwise agreed in individual cases, SAPHIRON reserves title and all rights to such documents or works handed over to the Customer. The presentation of such documents by the customer to third parties shall be made solely in the interest of and on behalf of the customer. The third party shall not thereby be included in the scope of protection of the contract between the customer and SAPHIRON, nor shall any rights to the documents and results be transferred to it.

3. Obligations of the client to cooperate/call for services

a) The client is aware that SAPHIRON’s consulting activities are essentially based on the information provided by the client. Incomplete or incorrect information regularly leads to incorrect assessments. A continuous flow of information actively supported by the client with regard to the subject matter of the contract is therefore constitutive for the provision of services. The Customer shall therefore actively provide SAPHIRON with the information and documents required for the execution of the order in good time, in full and with the correct content.

Furthermore, the Customer shall call off SAPHIRON’s services to the extent contractually agreed and due for the respective time (call-off time), but no later than three months after the respective call-off time, after SAPHIRON has given notice of its readiness to perform.

b) If the Customer fails to cooperate or fails to cooperate fully, SAPHIRON may charge the Customer for the additional expenses incurred in addition to the contractually agreed remuneration.

4. Remuneration

a) Unless otherwise agreed in writing in individual cases, SAPHIRON’s services shall be charged and remunerated in accordance with the daily rates generally applicable at SAPHIRON, plus SAPHIRON’s generally applicable regulations on expenses, ancillary costs, per diem expenses, etc. The currently applicable daily rate is € 1.500,00 net.

SAPHIRON shall be entitled to invoice reasonable advance payments for the services expected to be provided or reasonable payments on account for services already provided.

If requested advances, payments on account or other invoices are not or not fully settled by SAPHIRON, SAPHIRON shall be entitled to suspend its activities until the outstanding claim has been settled in full.

b) Time and remuneration forecasts by SAPHIRON in relation to the execution of an order represent a non-binding estimate, as the time required may depend on factors that cannot be influenced by SAPHIRON.

The Customer shall pay SAPHIRON for any overruns of forecast time or remuneration scopes of up to 30% on the basis of the applicable daily rates and price lists of SAPHIRON. The same shall apply without limitation to overruns of the forecast time and remuneration scopes for which the Customer is responsible (e.g. due to insufficient cooperation or incomplete information from the Customer).

If it becomes apparent that the actual processing time will exceed the forecast time by more than 30 percent for reasons for which neither party is responsible, SAPHIRON shall inform the Customer of this. The Customer shall then have the option of either terminating the order and paying for the services rendered up to that point at the agreed conditions or continuing the order and paying for the excess work time on a daily rate basis.

5. Payment modalities

a) The remuneration agreed with SAPHIRON shall be net prices plus the applicable statutory value added tax.

SAPHIRON’s invoices shall be due for payment without deductions upon receipt by the customer.

SAPHIRON is entitled to collect the remuneration by direct debit.

b) The Customer may only offset a counterclaim if the counterclaim is recognized by SAPHIRON or has been legally established. The same shall apply with regard to the assertion of a right of retention.

6. Liability

a) The economic or other success of the measures recommended by SAPHIRON is not the subject of the contract. Therefore, any liability or warranty for the success of measures recommended by SAPHIRON is also excluded. This shall also apply if SAPHIRON accompanies the implementation of agreed or recommended plans or measures.

SAPHIRON undertakes to provide the consulting services with the care customary in the trade. If SAPHIRON engages third parties to provide consulting services, SAPHIRON is obliged to select the persons carefully.

b) SAPHIRON shall only be liable in cases of intent or gross negligence. The amount of liability is limited to the typically foreseeable damage. Claims based on injury to life, body or health or on the Product Liability Act are not subject to any limitation of liability.

SAPHIRON shall not be liable to the extent that the damage incurred is based on incorrect or incomplete information provided by the Customer. The same shall apply if circumstances giving rise to liability are not notified to SAPHIRON in writing by the Customer within 14 calendar days of becoming aware of them.

7. Termination of contract

a) The contract shall end upon SAPHIRON’s performance of the activities specified in the written agreement or upon completion of the project specified therein (contractual purpose). In the absence of such a contractually defined contractual purpose, the contract may be terminated in writing by either party with three months‘ notice to the end of a calendar quarter.

b) The right to terminate without notice shall remain unaffected. In particular, SAPHIRON shall be entitled to terminate without notice if Customer fails to perform any of its contractual obligations or duties due, such as the provision of cooperation or service calls or payment of remuneration, despite prior written request with a reasonable deadline and threat of termination by SAPHIRON.

In the event of termination without notice by SAPHIRON, SAPHIRON shall be entitled to charge 25% of the remaining remuneration outstanding at the time of termination in addition to the services rendered up to the time the termination takes effect. The Customer reserves the right to prove that SAPHIRON has suffered less damage. SAPHIRON reserves the right to claim any further damages.

c) Any notice of termination must be given in writing.

Amendment to GTC

The contents of these GTC may be amended by mutual agreement between the parties. The Customer shall be deemed to have consented to a proposed amendment of the GTC by SAPHIRON if SAPHIRON notifies the Customer of the amended GTC in writing in advance (notification) and grants the Customer a period of at least four weeks from receipt of the notification to make a declaration in this respect, but the Customer does not make a declaration in response and SAPHIRON states in the notification that silence on the part of the Customer in response to this notification shall be deemed to constitute consent to the proposed amendment.

Final provisions

a) Amendments or additions to the order or these General Terms and Conditions must be made in writing to be effective.

b) Should a provision of the order or these contractual terms and conditions be or become legally invalid, this shall not affect the legal validity of the remaining provisions of the order or these terms and conditions. In this case, the contracting parties shall agree on a legally effective provision that comes closest to the meaning and purpose as well as the economic objective of the invalid clause. The same procedure shall be followed if the order or these terms and conditions of business contain a loophole that is contrary to the rules and that is to be closed by a supplementary interpretation of the contract.

c) In the event of a conflict between a provision of these General Terms and Conditions and the contractual provisions, the contractual provision shall take precedence.

d) The place of performance for all services is Bonn. The exclusive place of jurisdiction for all disputes arising from the order shall be Bonn.

The parties agree on German law.

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