Terms & Conditions

General Terms and Conditions of the company

Sinn oder weg GmbH
Steige 14
37603 Holzminden

Effective: March 1, 2021

Preamble

At Sinn oder Weg, we enjoy collaborating with our clients and helping them overcome strategically important challenges. This consulting work requires a mutually trusting relationship. However, not all mutual expectations are completely transparent. For this reason, some key points are outlined below in the terms and conditions used by Sinn oder Weg.

1. General Terms & Conditions / Scope

1.1
The general terms and conditions of Balancing Business apply to all contracts and services provided by the company, whether online or offline.

1.2
These terms also apply to all future business relationships with entrepreneurs and legal entities under public law.
1.3
Terms and conditions in opposition to those of the client are only binding for Sinn oder Weg if they have been explicitly acknowledged in writing.

2. Contract Components, Scope of Services, Contract & Service Modifications

2.1
The scope of a specific consulting assignment is individually agreed upon in writi
2.2
Unless explicitly agreed upon otherwise, the subject of the consulting contract is the agreed consulting activity, not the achievement of a particular economic success or the production of a specific work.
2.3
Sinn oder Weg’s services are deemed delivered when the required studies, analyses, and conclusions are developed and provided to the client. It is irrelevant whether the conclusions or recommendations are implemented by the client.
2.4
Any changes, additions, or expansions to the offer, the assignment, the scope of services, or the working results must be agreed upon in writing.
2.5
If a written report is required by the client, especially for presentation to third parties, it must be agreed upon separately.
2.6
Sinn oder Weg is authorized to delegate tasks or parts thereof to third parties. The client will pay the third parties directly, not Sinn oder Weg.

3. Obligation to Inform / Completeness Declaration

3.1
The client ensures that the organizational conditions at their business premises allow for the smooth execution of the consulting assignment and facilitate the rapid progress of the consulting process.
3.2
The client ensures that Sinn oder Weg is fully informed about any previously conducted and/or ongoing consulting projects – even those in other areas of expertise.
3.3
The client ensures that Sinn oder Weg is provided with all necessary information in a timely manner to complete the consulting assignment. This includes any procedures and circumstances that are relevant to the assignment's execution. This also applies to any documents, processes, or circumstances that are only known during the consultant's work.
3.4
The client ensures that their employees and the legally established employee representatives (works council) are informed before the consultant begins their work.

4. Ensuring Independence

4.1
The contracting parties commit to mutual loyalty.
4.2
The contracting parties agree to take all necessary precautions to ensure the independence of the third-party consultants hired by Sinn oder Weg. This is particularly important for offers related to client employee positions or the transfer of responsibilities.

5. Protection of Intellectual Property

5.1
Notwithstanding Section 2.2 of these Terms, in the context of a consulting assignment, we grant the client the rights to the results produced (such as concepts, reports, or similar), unless otherwise contractually agreed upon. This is provided that no exclusive usage rights are agreed. The scope of usage rights is derived from the specific agreement made in each case. If the results were not created by Sinn oder Weg, Sinn oder Weg will regularly only provide a contract with the external provider regarding the usage terms. The client acknowledges the terms of use delivered by the external provider and their implications for the scope of rights granted by the external provider.
5.2.
Regardless of the scope of the rights transfer to the client, Sinn oder Weg grants the client the right to use ideas, concepts, and acquired know-how, etc., for further activities, and allows the client to use these for their own benefit.
5.3
The client’s violation of these terms entitles Sinn oder Weg to assert legal claims, particularly for the omission and/or damages.

6. Claims for Defective Services

6.1
Sinn oder Weg is entitled and obligated to remedy defects and inaccuracies in its services. Sinn oder Weg will inform the client immediately of any issues.
6.2
Notwithstanding Section 2.2 of these Terms, if services were agreed upon other than consulting, claims for defective services apply based on the conditions mentioned.
6.3
Sinn oder Weg is not liable for defects caused by inadequate cooperation from the client, or if the client provided the required information incorrectly. The client may only file a complaint if the delivered work was significantly defective and the client can prove that the defect was not caused by the consultant’s fault.

7. Liability / Compensation

7.1
Sinn oder Weg is only liable for damages in the case of gross negligence (intent or gross negligence). Except in the case of intent, our liability for damages is limited to the foreseeable typical damages under the contract. In the case of simple negligence, the limit is €50,000 for financial damages per incident and €100,000 for property damages in the case of simple negligence. Liability for damages arising from the loss of life, body, or health and product liability remains unaffected by the above liability provisions.
7.2
As far as our liability for compensation is excluded or limited by the preceding provisions, this also applies to the personal liability of our bodies, employees, and other assistants, including claims for damages due to violations in contractual negotiations, breach of ancillary obligations, and claims for unlawful actions under §§ 823 ff. BGB, except for claims in accordance with the Product Liability Act.

8. Statute of Limitations

8.1
Claims for defects are subject to a one-year limitation period starting from the statutory limitation date, with the exception of claims according to Section 634a, Paragraph 1, No. 2 of the German Civil Code (BGB).
8.2
Claims for damages arising from the violation of life, body, or health caused by gross negligence or intentional damages are subject to the general statutory limitation periods.
8.3
Other contractual claims due to the violation of obligations are subject to the general statutory limitation periods.

9. Confidentiality / Data Protection

9.1
Sinn oder Weg commits to absolute confidentiality about all business matters they become aware of, especially any business and operational secrets, and any information that Sinn oder Weg receives about the type, scope, and practical activity of the client.
9.2
Furthermore, Sinn oder Weg commits to maintaining confidentiality regarding the entire content of the project, including all information and circumstances encountered in relation to the execution of the consulting services, especially the client’s business partners and third parties.
9.3
Sinn oder Weg is also obligated to keep confidential any information provided by employees or third parties (e.g., service providers) who are involved in the work.
9.4
The confidentiality obligation extends indefinitely beyond the end of the contractual relationship. Exceptions exist only in the case of legally required disclosures.
9.5
Sinn oder Weg processes personal data in accordance with applicable data protection laws, including the EU General Data Protection Regulation (GDPR). If Sinn oder Weg processes personal data on behalf of the client, the necessary agreements under Article 28 of the GDPR are made.
9.6
The client and Sinn oder Weg commit to ensuring that all business information and the objects of the contract are treated as strictly confidential and that necessary measures are taken to ensure that the third parties are also bound to confidentiality.
9.7
The client agrees that Sinn oder Weg may refer to the project to third parties as a reference after obtaining the client’s written approval. Any further use of the project results is only possible with the client’s written consent.

10. Honorarium

10.1
Upon completion of the agreed project, Sinn oder Weg will receive a fee as per the agreement between the client and Sinn oder Weg. Sinn oder Weg is entitled to issue invoices based on the progress of the work, according to the respective milestones. These invoices will be payable upon receipt.
10.2
Sinn oder Weg will issue an invoice with all the legally required details.
10.3
If the execution of the agreed project is interrupted for reasons on the client’s side or due to a legitimate early termination of the contractual relationship by Sinn oder Weg, Sinn oder Weg retains the right to payment of the agreed fee minus any saved expenses.
If canceled less than eleven working days before the start of the service delivery: 25% of the fee.
If canceled less than six working days before the start of the service delivery: 50% of the fee.
If canceled less than three working days before the start of the service delivery: 100% of the fee.
The client may prove that Sinn oder Weg did not incur any or only substantially less damage than the calculated fee. In such cases, the lump sums are not applicable, and Sinn oder Weg will calculate the damage precisely.
10.4
In the case of an hourly rate agreement, the fee is based on the total number of hours expected for the agreed consulting services, minus any saved expenses. If the client can prove a higher portion of saved expenses, Sinn oder Weg will allocate 30% of the fee for those services, which Sinn oder Weg has not yet provided until the termination of the contract.
10.5
In the event of non-payment of interim invoices, Sinn oder Weg is released from the obligation to provide further services. However, the enforcement of other claims resulting from the non-payment remains unaffected.

11. Additional Costs

11.1
In addition to the compensation, the client is responsible for reimbursing the necessary and appropriate expenses, including travel costs and other expenses incurred within the scope of the consulting assignment.
11.2
In addition to the compensation, the client is responsible for reimbursing the necessary and appropriate expenses, including travel costs and other expenses incurred within the scope of the consulting assignment.
including the stated flat rates:
Travel Costs: Car: €0.50/km
Flight: Economy class
Train: 1st class with railcard
Other transportation (e.g., rental cars) and additional costs (e.g., parking fees) upon receipt
Travel times within the country will not be charged. For international travel, the costs will be calculated separately based on the duration of the respective trip (one-way):
5 to 8 hours: Flat rate €250
>8 to 12 hours: Flat rate €500
>12 hours: Flat rate €1,000
All materials (e.g., workshop materials) will be charged at cost. All amounts are subject to the applicable value-added tax.

11.3
Printing and material costs are charged based on effort. All amounts are subject to the applicable value-added tax.

12. Electronic Invoicing

Sinn oder weg (Sinn or way) is authorized to send invoices to the client in electronic form. The client agrees to the receipt of invoices in electronic form, unless explicitly agreed otherwise.

13. Duration of the Contract

13.1
The respective consulting contract ends in principle upon completion of the project.
13.2
The respective consulting contract can be terminated at any time without observing a notice period for important reasons by either side. A particularly important reason may be assumed if:
• a contractual partner materially violates contractual obligations,
• a contractual partner is subject to insolvency proceedings or
• if reasonable doubts exist regarding the financial standing of a contractual partner, particularly if insolvency proceedings have been opened against them or they have failed to make advance payments or provide services without any security.

14. Final Provisions

14.1
The contracting parties confirm that all statements made in the contract have been made carefully and truthfully, and agree to inform each other of any changes.
14.2
Amendments to the contract and these general terms and conditions require written form; likewise, any deviation from this form requirement must also be in writing. Oral side agreements do not exist.
14.3
For all business and legal relationships between the client and Sinn oder weg, the law of the Federal Republic of Germany applies, excluding the rules of international private law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
14.4
The place of performance is the place of the respective registered office of Sinn oder weg, unless otherwise agreed.
14.5
The assignment of claims by the client to third parties is excluded.
14.6
For disputes arising from the business relationship, the competent court for Kaufleuten and legal persons under public law is the court at the registered office of Sinn oder weg.