General Terms and Conditions
Terms and conditions Eifert. Sprachen. Seminare. Coaching. GmbH & Co. KG for Germany and Admin & Event management GmbH for Austria
1 Subject matter of the contract
1.1 The subject of this contract is the consulting, preparation, implementation and planning of language training, cultural training, coaching, translating, interpreting and all related main and ancillary services.
1.2 If the contractual partner acts on behalf of third parties, this shall have no effect on the legal relationship between Eifert/Admin & Event Management GmbH and the contractual partner.
1.3 The individual commissioning of Eifert/Admin & Event Management GmbH by the contractual partner shall be based on the offer of Eifert/Admin & Event Management GmbH agreed between the parties and approved by the contractual partner. Any general terms and conditions (GTCs) of the contractual partner shall not apply to the contractual relationship existing between the parties. This shall also apply if the parties do not expressly exclude the general terms and conditions of the contractual partner in an individual case or if the contractual partner should refer to them. The validity of such general terms and conditions - in whatever form - is hereby expressly rejected.
2 Obligation of the Contractual Partner
2.1 Information, data and documents of the contractual partner which are necessary for the provision of the services by Eifert/Admin & Event Management GmbH (including information on the content-related need for language training, objectives, areas of activity of the participant, previous knowledge, etc.) shall be provided by the contractual partner in accordance with their type and scope.
2.2 If the contractual partner's obligations to cooperate pursuant to Section 2.1 are not fulfilled and Eifert/Admin & Event Management GmbH is therefore not or not fully able to provide the contractual services, this shall in principle have no effect on Eifert/Admin & Event Management GmbH's claim to remuneration.
2.3 The contractual partner shall be fully responsible for the permissibility under data protection law of the transfer of personal data from its sphere to Eifert/Admin & Event Management GmbH. This includes, but is not limited to, personal data of course participants such as contact details, position, language level, etc.
2.4 Any liability of Eifert/Admin & Event Management GmbH in this respect shall be excluded in full in terms of type and scope, or the contractual partner shall indemnify Eifert/Admin & Event Management GmbH in full in terms of type and scope against all claims of third parties in this respect. Eifert/Admin & Event Management GmbH must be informed immediately in the event that it becomes aware of an infringement.
3 Cancellations
3.1 In the event of a cancellation of booked course hours by the contractual partner which is not made within a period of 24 hours prior to the start of the respective course hour (in each case on the day before between Monday and Friday and not after 5:00 p.m.), Eifert/Admin & Event Management GmbH shall no longer be obliged to perform, without this generally affecting Eifert/Admin & Event Management GmbH's claim to remuneration.
3.2 Cancellation of course lessons can be made by telephone or email. If the entire course is to be cancelled, this must be done at least in text form (email or fax).
4 Obligations of Eifert/Admin & Event Management GmbH
4.1 The type and scope of the services to be provided by Eifert/Admin & Event Management GmbH shall result from the agreements to be made between the parties separately in writing, in particular the offer/order agreed between the parties and released by the contractual partner.
4.2 The parties shall otherwise make appropriate agreements in the offer/order regarding the type and scope of the verification obligations (e.g. course certificates).
4.3 In order to fulfill the obligations arising from the contractual relationship between the parties, Eifert/Admin & Event Management GmbH shall be entitled to use freelancers (language trainers), its affiliated subsidiaries, sister companies or independent specialized companies and other third parties suitable in terms of type and scope as subcontractors.
4.4 Insofar as it is necessary for the contractual partner to grant rights to Eifert/Admin & Event Management GmbH within the scope of the provision of services, this shall be deemed to have taken place with the release of the agreed offer to the required extent. The contractual partner also assures in this respect that it is authorized to grant rights to the necessary extent. The provisions contained in this paragraph with regard to the claims of third parties in the event of infringement shall apply accordingly in this respect.
4.5 The granting of rights to Eifert/Admin & Event Management GmbH also includes the authorization to grant sublicenses.
5 Remuneration
5.1 The remuneration to be paid to Eifert/Admin & Event Management GmbH shall be based on the offer agreed between the parties and approved by the contractual partner. All prices shall be invoiced net, i.e. plus the applicable value added tax, currently 19% in Germany and 20% in Austria. Eifert is exempt from VAT for certain courses in accordance with § 4, 21 UstG. Eifert shall inform the customer of this before the start of the course.
5.2 The due date for payment of the invoiced fees shall be the date of receipt of the invoice by the contractual partner. If the contractual partner is in default, the statutory interest on arrears in Germany or Austria shall apply.
5.3 Eifert/Admin & Event Management GmbH shall be entitled to issue advance invoices. If payment on the advance invoice is not made at least three days prior to the agreed course date, Eifert/Admin & Event Management GmbH shall be entitled to cancel any booked courses or to suspend them until final payment has been made. The date of receipt of payment shall apply. The cancellation or suspension has no influence on the payment obligation on the part of the contractual partner. Any costs incurred due to the cancellation/suspension, including trainer costs, shall be borne by the contractual partner.
5.4 The right to claim further damages caused by delay is reserved.
5.5 If a certain quality of service is to be provided by Eifert/Admin & Event Management GmbH, this shall be explicitly agreed in the offer, including any consequences (e.g. reduction in remuneration in the event that the agreed quality or objective is not achieved).
6 Liability
6.1 Eifert/Admin & Event Management GmbH undertakes to perform the work assigned to it with professional and commercial diligence to the best of its knowledge and in accordance with the generally accepted principles of the industry.
6.2 The liability of Eifert/Admin & Event Management GmbH shall be excluded in terms of type and scope, unless Eifert/Admin & Event Management GmbH acts intentionally or grossly negligently or there is a breach of material contractual obligations. The limitation of liability shall not apply in the event of injury to life, limb or health.
6.3 The liability of Eifert/Admin & Event Management GmbH in the event of slight negligence (insofar as no case of legally standardized unlimited liability is given in accordance with the above provisions) shall be limited in total to direct foreseeable or contract-typical damages and in amount to the remuneration to be paid to Eifert/Admin & Event Management GmbH. Lost profit shall not be compensated.
6.4 Warranty claims against Eifert/Admin & Event Management GmbH shall become statute-barred, except in the case of intent, after the expiry of one year from the statutory commencement of the limitation period.
6.5 The contractual partner shall indemnify Eifert/Admin & Event Management GmbH against claims of third parties if Eifert/Admin & Event Management GmbH has acted at the express request of the contractual partner although concerns were expressed with regard to the permissibility of the measure to be carried out.
7 Term of the contract
7.1 The term of the contract results from the respective offer agreed between the parties and released by the contractual partner and ends, unless a separate agreement is made (term and/or achievement of agreed goals), with the fulfillment of all mutual contractual obligations.
7.2 The right to terminate for cause remains unaffected. In particular, if the contractual partner should become insolvent, insolvency proceedings are opened over its assets or an application is made to open such proceedings or the opening of insolvency proceedings is rejected for lack of assets, the contractual partner repeatedly breaches contractual obligations despite a written warning and does not remedy the breach of contract within a period of 30 days after receipt of the warning.
7.3 Notice of termination shall be given by registered letter.
7.4 Insofar as Eifert/Admin & Event Management GmbH has entered into longer-term obligations towards third parties, the contractual partner agrees to fulfill these obligations even after the end of the contract with the involvement of Eifert/Admin & Event Management GmbH. At the request of the contractual partner, Eifert/Admin & Event Management GmbH shall transfer all rights and obligations under these agreements to the contractual partner or another third party named by the contractual partner, provided that the contractual partner releases Eifert/Admin & Event Management GmbH from such agreements.
8 Confidentiality obligation
The parties agree on strictest secrecy regarding the contents of this contract, in particular as far as this concerns the agreement made between the parties in the cost estimate, but also other information concerning the business operations of the respective other party, as far as it can be assumed that these are to be designated as confidential. Each party shall take all necessary technical and organizational measures to ensure the confidentiality obligation. The obligation to maintain secrecy shall survive the end of the contract.
9 Final Provisions
9.1 Eifert/Admin & Event Management GmbH shall retain all relevant documents for a period of two years. After expiry of this period, the documents shall be handed over to the contractual partner at his expense or destroyed.
9.2 Amendments and supplements to this contract must be made in writing. This shall also apply to this written form clause.
9.3 Should any provision of this Agreement be or become invalid, the validity of the remaining provisions of this Agreement shall not be affected thereby. In this case, the parties shall replace the invalid provision with a legally permissible and economically reasonable provision that comes as close as possible to the valid provision.
9.4 Eifert: Place of jurisdiction and place of performance is Frankfurt am Main.
Admin & Event Management GmbH: Salzburg
9.5 This contract is subject to German law for Eifert. German law and for Admin & Event Management GmbH Austrian law.