General Terms and Conditions for the Provision of Services

  1. Scope of application

1.1 The following General Terms and Conditions apply to all legal transactions of workcloud24 AG, workcloud24 Holding zrt, and workcloud24 spzoo, hereinafter referred to as “Consultant”, with their contractual partner, hereinafter referred to as “Client”. The Consultant does not recognize and hereby expressly rejects any terms and conditions of the Client that conflict with or deviate from these General Terms and Conditions. Deviating general terms and conditions of the Client, supplementary agreements and/or ancillary agreements shall only be valid if the Consultant expressly agrees to them.

1.2 These Terms and Conditions shall also apply to all future business relations with the Client, even if they are not expressly agreed again.

1.3 The object of the contract is the provision of consulting, support and/or brokerage services by the Consultant for companies and institutions in the implementation of ESG strategies.

2 Scope of services and reporting obligation

2.1 The scope of the services to be provided is set out in the respective order confirmation, the appendices thereto and any service descriptions of the Consultant. All documents mentioned are part of the consultancy agreement concluded between the parties.

2.2 If the Consultant refers a third company to the Client for further services, the Consultant’s obligation to perform shall be limited to the referral. The contractual relationship is always established directly between the client and the brokered company. The Consultant shall have no obligation to monitor the services of third-party companies unless this has been expressly agreed in writing.

2.3 At the request of the Client, the Consultant shall provide information on the status of the execution of the order. If the Consultant is to prepare a comprehensive written report, in particular for submission to third parties, this must be agreed separately, as must its remuneration.

3. Amendments to the contract

3.1 Amendments and additions to the order must be made in writing.

3.2 As long as the changes have not been recorded in writing, the Consultant shall carry out the work without taking the change requests into account.

3.3 The Consultant shall be obliged to take account of the Client’s requests for changes insofar as this is reasonable within the scope of the Consultant’s operational capacities, in particular with regard to time and effort. Any additional costs incurred as a result shall be remunerated in accordance with Section 4.2 of these General Terms and Conditions.

4. Remuneration

4.1 The contractually agreed remuneration in accordance with the order confirmation shall apply. Unless otherwise stipulated in the contract, payments shall be due within 5 working days of invoicing and without any deductions. The Client shall be deemed to be in default solely by a reminder from the Consultant or, if the time of payment is determined by the calendar, by non-payment at the agreed time. From the time of default, the Consultant shall be entitled to interest on arrears at a rate of 10 percentage points above the prime rate. The right to claim further damages remains unaffected.

4.2 If the Client changes or cancels orders, work, plans and the like or changes the conditions for the provision of services, the Client shall reimburse the Consultant for all costs incurred as a result and indemnify the Consultant against all liabilities to third parties. This shall not affect the Consultant’s right to claim further damages and/or loss of profit.

4.3 If the Client withdraws from the contract prior to the start of order processing, the Consultant may demand 10% of the agreed total fee as a cancellation fee. The Consultant’s claims for reimbursement and indemnification for costs already incurred or liabilities to third parties shall remain unaffected by this.

4.4 All amounts to be paid are subject to statutory value added tax at the applicable rate.

4.5 Third-party costs, disbursements and expenses shall be reimbursed to the Consultant separately on presentation of appropriate receipts. Travel and ancillary costs (e.g. flights, rail, car, hotel) shall be invoiced on the basis of proven expenditure. Travel expenses will be invoiced monthly in arrears.

  • Car: 0.60 Euro/km
  • Rail travel: 1st class ICE, (Bahncard included)
  • Rental car: middle class
  • Air travel from 350km distance: Optional airplane – economy class
  • Statutory lump sums for additional meal expenses

  • Overnight stay in a business hotel

For car journeys and the calculation of the statutory lump sums, the location of the start of the journey is the address of the consultant.

4.7 The Client shall only be entitled to set-off rights insofar as his counterclaims arise from the same contractual relationship, are undisputed, have been legally established or have been recognized by the Consultant. Furthermore, the Client may only exercise rights of retention if they are based on the same contractual relationship and a resulting undisputed or legally established counterclaim. The Consultant shall be entitled to avert the exercise of the right of retention by providing security.

4.8 The Client is not entitled to offset claims arising from the contract against the Consultant’s fees.

5. Obligations of the Client to cooperate

5.1 The Client shall be obliged to support the Consultant to the best of its ability in the spirit of trusting cooperation and to create all the necessary conditions in its sphere of operations for the proper execution of the order. He shall provide all documents and information required for the execution of the assignment in good time and instruct his employees accordingly. The Client shall inform the Consultant without delay of all circumstances that arise in the course of the execution of the order and that may influence the processing.

5.2 At the Consultant’s request, the Client shall confirm in writing the accuracy and completeness of the documents submitted by him as well as his information and verbal statements.

5.3 Due to the necessary relationship of trust and for the purpose of quality control, the Client shall coordinate the commissioning of further service providers for the order placed with the Consultant in advance. If the Client fails to comply with this obligation to provide information and/or if the Consultant cannot reasonably be expected to cooperate with the additional service provider, the Consultant shall have the right to terminate the contract without notice for good cause. Unreasonableness may result from a direct competitive relationship or qualitative deficits on the part of the other service provider.

5.4 During the term of the contract and for a period of 24 months after termination of the contract, the Client undertakes not to directly or indirectly entice away any employees or former employees of the Consultant deployed in connection with the performance of the contract. For each case of infringement, the Client undertakes to pay a contractual penalty at the discretion of the Consultant, which is to be reviewed by the competent court in the event of a dispute regarding the exercise of discretion.

6. Liability of the Consultant

6.1 The risk of the legal admissibility of the measures developed and implemented by the Consultant shall be borne by the Client. This applies in particular in the event that the actions and measures violate the provisions of competition law or data protection law. However, the consultant is obliged to point out legal risks if he becomes aware of them in the course of his work. The client shall indemnify the consultant against claims by third parties, including any fines, if the consultant has acted at the express request of the client, although he has informed the client of concerns regarding the permissibility of the measures. The consultant must notify the client of such concerns in writing immediately after becoming aware of them. If the Consultant considers a legal examination by a particularly competent person or institution to be necessary for a measure to be carried out, the Consultant shall be entitled, after prior consultation with the Client, to commission the corresponding examination on behalf of the Client.

6.2 Under no circumstances shall the Consultant be liable for public statements about the Client’s products and services resulting from the consultancy services. The Consultant shall also not be liable for the patent, copyright and trademark protection or registrability of the ideas, suggestions, proposals and concepts provided as part of the assignment. Nor shall the Consultant be liable for the commercial success or actual implementation of the recommended measures by the Client.

6.3 In any case, the unlimited liability for damage to health, life or limb based on a negligent or grossly negligent breach of duty by the Consultant or an intentional or negligent breach of duty by a legal representative or vicarious agent remains unaffected. The unlimited liability shall also apply in the event of a breach of cardinal contractual obligations, i.e. those contractual obligations on the fulfillment of which the client relies and may rely. In all other respects, liability shall be limited to the damage typically incurred in connection with the consultancy assignments on which these GTC are based. The Consultant’s liability is otherwise excluded.

6.4 Events of force majeure which make performance significantly more difficult or temporarily impossible, or hindrances due to a lack of cooperation on the part of the Client, shall entitle the Consultant to postpone the performance of its services for the duration of the hindrance and a reasonable start-up period. Labor disputes and similar circumstances shall be deemed equivalent to force majeure insofar as they are unforeseeable and serious. The parties shall inform each other immediately of the occurrence of such circumstances.

7. Confidentiality and data protection

7.1 The Consultant undertakes to treat as strictly confidential, for an unlimited period of time, all knowledge that it obtains on the basis of this contract, in particular concerning company data, balance sheets, plans, documents and the like, and to impose the same obligation of absolute confidentiality on both its employees and third parties that it consults.

7.2 The above obligation shall not apply to information which the client has demonstrably received from third parties without breaching a confidentiality obligation, or which is publicly known at the time of transmission or which later becomes publicly known without breaching a confidentiality obligation, or which must be made accessible to authorities on the basis of mandatory legal provisions or which is readily accessible.

7.3 If the subject of the respective order is the processing of personal data by the Consultant on behalf of the Client, the parties undertake to conclude a corresponding order processing agreement.

8. protection of intellectual property

8.1 The reports, plans, drafts, lists and calculations prepared by the Consultant may only be used for the contractually agreed purposes. Any non-contractual use of these services, in particular their publication, shall require the prior written consent of the Consultant. This shall also apply if the service rendered is not subject to special statutory rights, in particular copyright.

8.2 In the event of a breach of the provisions of Section 8.1, the Consultant shall be entitled to an additional fee amounting to 100% of the originally agreed fee or the fee attributable to the respective (partial) service.

9. Duration of the contract, notice periods

Unless otherwise agreed, the contract can be terminated with a notice period of 4 weeks to the end of the month. The right to terminate without notice for good cause remains unaffected. For the Consultant, good cause shall be deemed to exist in particular if the Client breaches one of the obligations incumbent upon it pursuant to clause 5. Termination must be in writing.

10. Right of retention and retention of documents

10.1 The Consultant shall have a right of retention to the documents provided to him until his claims have been settled in full.

10.2 After settlement of his claims arising from the contract, the Consultant shall return all documents which the Client or a third party has handed over to him in connection with the performance of the contract. This shall not apply to correspondence between the parties or simple copies of reports, organization charts, drawings, lists, calculations, etc. produced in connection with the assignment, provided that the Client has received the originals.

10.3 The Consultant’s obligation to retain the documents in relation to the Client shall expire six months after delivery of the written request for collection, otherwise three years in the case of the documents retained in accordance with clause 10.1 and five years after termination of the contractual relationship. The statutory retention periods remain unaffected by this.

11 Final provisions

11.1 The law of the Federal Republic of Germany shall apply. The place of performance and jurisdiction for workcloud24AG is Düsseldorf, for workcloud24 Holding zrt. Budapest and for workcloud24 spzoo Warsaw. The Consultant shall also have the right to sue at the Customer’s registered office.

Statutory lump sums for additional meal expenses Should any of these terms and conditions subsequently lose their legal validity, the validity of the remaining terms and conditions shall not be affected. Instead of a  the invalid provision shall be replaced by the statutory provision.

Düsseldorf, September 2023

For workcloud24 AG and its companies

The Executive Board