Terms and Conditions (T&Cs) for Project Management and Organisational Development Services

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§ 1 Scope

  1. These Terms and Conditions (hereinafter referred to as T&Cs) govern contracts between ayxano Consulting GmbH and its clients pertaining to consultancy and services provided by ayxano Consulting GmbH in the fields of project management and organisational development, as well as workshops and seminars.
  2. Any client terms that run contrary to, or deviate from, these T&Cs shall not be recognised – even in the event of unconditional contractual performance.

§ 2 Subject of contract, scope of services

  1. The agreed services outlined in the contract shall be the subject of said contract, not the achievement of any particular economic goal or the production of reports or other works. The services of ayxano Consulting GmbH shall be deemed to have been rendered when the required analyses have been performed and a recommendation has been formulated on the basis of the resulting conclusions and when this recommendation has been explained to the Client. Any further services shall be agreed upon and invoiced separately.
  2. ayxano Consulting GmbH shall render the services itself or by means of qualified employees and partners. The Parties may come to a different agreement if a seminar or a consultancy service cannot be ensured by another means.
  3. If ayxano Consulting GmbH is unable to commence or continue the contractually agreed activities at the contractually agreed time, ayxano Consulting GmbH shall notify the Client thereof without undue delay. Following consultation between the Parties, the times shall be reassigned if and insofar as this is reasonable to both Parties. The fee due to ayxano Consulting GmbH shall continue to apply in full in this instance.

§ 3 Remuneration

  1. ayxano Consulting GmbH shall receive a fee for its activities as well as any ancillary services arising from the quotation and any supplementary agreements. The amount of the fee shall be based upon the quotation concerned and any supplementary written agreement(s). Unless otherwise stated, the agreed amounts shall be in euros and shall exclude statutory VAT, which shall be imposed at the rate applicable as of the billing date.
  2. Unless otherwise agreed, the fee is due 14 days after the billing date. Interest of 5 percentage points in favour of ayxano Consulting GmbH shall be imposed on any due yet unpaid amounts.
  3. Invoices shall be issued once the services have been rendered. In respect of consultancy and other services that extend over a period of more than one month, invoices shall be issued monthly at the start of the respective following month.
  4. Other payment terms may be agreed but are only valid in writing.
  5. Please only transfer amounts to the business account stated on the invoice following receipt of said invoice and please only transfer the amount stated on the invoice.
  6. If the Client falls into default in acceptance in respect of services to be provided by ayxano Consulting GmbH, the two Parties may agree a new date. If this is impossible or unreasonable, ayxano Consulting GmbH shall be entitled to the agreed fee for the services not rendered due to default, without being obligated to provide subsequent performance.

§ Duties to cooperate on the part of the Client

  1. The Client hereby undertakes to take all steps required to enable due performance of the order. In particular, all documents and data that are necessary or significant to contractual performance must be submitted in good time to ayxano Consulting GmbH.
  2. Data supplied by third parties or the Client shall be checked by ayxano Consulting GmbH for plausibility only. The Client is responsible for the accuracy and completeness of any information provided, oral statements made and documents submitted. The Client undertakes, at the request of ayxano Consulting GmbH, to confirm the accuracy and completeness of any documents submitted, information provided and oral statements made.
  3. ayxano Consulting GmbH pledges to properly store any business and company documents submitted to it and, in particular, to keep such documents safe from damage and third-party access. Documents submitted shall, at the request of the Client, be returned at the end of the contract term.

§ 5 Liability

  1. ayxano Consulting GmbH shall be liable, without limitation, for personal injury. The same shall apply to losses incurred by the Client as a consequence of intentional or grossly negligent breach of contract on the part of ayxano Consulting GmbH. In respect of losses typical for this type of contract incurred by the Client due to a material breach of contract on the part of ayxano Consulting GmbH, ayxano Consulting GmbH shall still be liable even in the event of minor negligence. Otherwise, liability for minor negligence is excluded.
  2. In the event of non-performance due to illness on the part of the service provider, in the event of insufficient attendance at public seminars or in the event of non-performance for which we are not responsible or as a result of force majeure, the Client shall have no entitlement to the event going ahead. In such instances, suitable alternative dates shall be provided. No liability whatsoever shall be accepted for property taken into workshops and training events. We accept no liability whatsoever for any other direct losses and costs, including loss of earnings, third-party claims, data loss and travel/pecuniary losses of any kind. ayxano Consulting GmbH does not act as a tour operator.

§6 Seminars and workshops

  1. Unless otherwise agreed, the event price shall include the following services:

    ·        Running, hosting and supervising of the event by our employees and partners

    ·        Communication of the content indicated.

    ·        Accompanying documents.

    ·        At public seminars/workshops:

    o     Seminar rooms, conference/seminar equipment.

    o     Break-time drinks and snacks

  2. Seminars/workshops shall go ahead if there are at least 5 attendees. The maximum attendance is usually 12 participants per course. Exceptions cannot always be avoided and do not entitle the Client to a discount. For course times, please refer to the relevant advertisement and our website.
  3. Registrations will be accepted on a first come, first served basis. Confirmation of registration also includes the invoice/initial invoice amount, which is immediately payable in full. Only payments received prior to the start of the seminar entitle participants to attend the seminar.
  4. Our course materials are protected by copyright and are therefore intended solely for personal use. Any reproduction, reprinting, translation or dissemination of the materials to third parties, whether in whole or in part, is not permitted without our express permission and constitutes a breach of copyright.
  5. In the event of a necessary cancellation, we shall endeavour to find a solution acceptable to all parties. In the event that you have to cancel, a cancellation received in writing no later than 50 days prior to the start of the seminar shall not incur any cancellation fee. We shall only charge a handling fee of €50.00. For cancellations received between 49 and 30 days before the start of the seminar, a 20% cancellation fee based on the seminar price shall be levied. In the event of a cancellation received less than 30 days prior to the start of the course, the course fee is due in full. The participant who cancels is entitled to appoint a replacement where appropriate. If the booking is changed to a different date, a different course or a different attendee, a handling fee of €50.00 is levied. Changes and cancellations must be made in writing and only become legally valid when confirmed by ayxano Consulting GmbH.
  6. If ayxano Consulting GmbH is forced to cancel the event for cause, the Client shall be entitled to a full refund of the course fee. No other entitlements shall apply.

§ 7 Confidentiality

  1. The Parties mutually agree to maintain confidentiality in respect of any information pertaining to each other of which they become aware and in respect of business and company secrets of the respective other Party, including beyond the term of the contract.
  2. Documents provided to the Client by ayxano Consulting GmbH – in particular seminar documents, planning documents, analyses, drafts, lists, etc. as well as any and all tools belonging to ayxano Consulting GmbH – may only be employed and used by the Client for personal use. Any usage, reproduction and/or disclosure to non-contractual parties that goes beyond the contractual purpose requires the prior express permission of ayxano Consulting GmbH.
  3. For every culpable breach of this confidentiality obligation, the Parties hereby agree the mandatory payment of a contractual penalty of 5% of the agreed fee, but no less than €20,000. Any contractual penalty incurred shall, where applicable, be offset against any cumulative claims for damages.

§ 8 Privacy policy

  1. We take confidentiality seriously, which also means handling your data carefully. We wish to inform you that your personal data will be stored on our data processing systems and processed for administrative purposes. The data controller is ayxano Consulting GmbH. We assure you that we will handle your personal data in confidence and will not disclose it to bodies outside ayxano Consulting GmbH.
  2. We will use this data solely for maintaining communication with our clients and for our consultancy, training and seminar operations. You have a right of access at all times in respect of your data and can request rectification and erasure.
  3. Within the scope of the defined purpose of the contract, ayxano Consulting GmbH is entitled, paying due regard to data protection legislation, to process the personal data entrusted to it or to instruct third parties to process said data. ayxano shall strictly adhere to the applicable provisions of the GDPR.
  4. Consent for this data processing may be withdrawn at any time in writing (post, email, fax). Notice of withdrawal shall be valid with future effect from the date of receipt. Furthermore, the Client is entitled to gain access to data held about its person at any time and to request the rectification, erasure and restriction of processing of this data at any time.
  5. ayxano Consulting GmbH shall, at irregular intervals, send its electronic newsletter to the e-mail address provided by you. If you are not interested in receiving this information, you can simply unsubscribe using the link provided in the newsletter.

§ 9 Contractual term/termination of contract

  1. The contract becomes effective once signed by both Parties and ends upon provision of the agreed services.
  2. The contract may be terminated by either Party, subject to a notice period of 30 days.
  3. This does not prejudice the right of termination without notice for either Party.
  4. Termination is only valid in writing.

§ 10 Mediation clause

  1. Should any differences, disagreements or disputes arise from the contractual agreement between ayxano Consulting GmbH, the client or any third parties involved, the Parties shall hereby agree to initially seek an amicable solution by means of negotiations.
  2. Prior to any court proceedings, the Parties must first try to reach an amicable solution, including by means of mediation. Your rights, especially your consumer rights, are not affected or limited by the aforementioned provision.

§ 11 Final provisions

  1. Any amendments or additions to contractual agreements are only legally valid in writing.
  2. Should individual contractual provisions be or become invalid, this shall not affect the validity of the remaining provisions.
  3. The place of jurisdiction is Hamburg.