General terms and conditions for consultancy/ contractor services of Iskander Business Partner GmbH
Last revised: 23.12.2022
§ 1 Services of the contractor
(1) The contractor is free to choose the place of work and the working time both as regards their own services and those of the persons employed by them. However, in choosing the place and time of performance they will take into account the requirements of the respective project and ensure performance in accordance with the contract. In this respect, the contractor’s activities are carried out autonomously and independently from the client’s activities.
(2) The contractor will ensure that the persons employed by them for fulfilling their contractual obligations have the qualifications required for implementing the projects specified in the individual offers.
(3) The contractor will independently and at their own expense carry out the training and further education measures for the persons employed by them which are necessary for fulfilling their contractual obligations.
(4) In the offer the contractor will designate a project manager who will be the sole contact person responsible for all questions relating to the project.
(5) The contractor will ensure that upon termination of a (partial) project or of this framework agreement they or the persons employed by them will document the results of their activities and the knowledge gained in the framework of this contract as well as the status of the project they worked on and will pass these on to the client without delay if requested to do so (transfer of know-how).
(6) The contractor must ensure that the persons employed for the performance of the contract hold all the permits/authorisations (such as residence/work permits, if required) which are required for the performance of the services owed to the client. Should it emerge in the course of the performance of the services that one or more of the persons employed by the contractor fail to hold such permit/authorisation, the contractor must bear all additional costs incurred due to the lack of a permit/authorisation of a person employed and must provide equivalent replacement personnel at their own expense. The contractor is obliged to submit to the client copies of the required permits/authorisations for the (e.g. foreign) persons employed in the framework of the performance of the contract if requested to do so.
§ 2 Remuneration and invoicing
(1) Time & Material Contracts are fixed prices per day. Any additional expenditure within one day is covered by this remuneration. In case of Contracts for Work and Services, the corresponding fixed price applies.
(2) Unless otherwise stipulated below, the above remuneration covers any internal administrative costs on the part of the contractor as well as other expenses incurred for the performance of the contract.
The costs for travel to and from the project location as well as for the presence of the contractor and the persons employed by them at the project location will be paid separately or included in accordance with the terms stated in the offer. This includes costs for hotels, per diems, travel costs to the project location. In this context it is assumed that the client will provide a workstation (telephone (including telecommunication costs), desk, printer, internet access).
(3) Travel expenses that are requested separately as well as expenses for accommodation (such as travel to suppliers, customers, etc.) for the persons employed for fulfilling the contract will be reimbursed by the client if they have been approved in advance by the client. Reimbursement will only be made upon proof of payment. Reimbursement is restricted to the following expenses:
- Deutsche Bahn railway travel costs 1st class,
- airfare Economy for Europe, elsewhere Business
- travel costs for journeys in own car in the amount of 0.30 EUR for each kilometre driven,
- any accommodation costs incurred upon proof of payment,
- per diem rates in accordance with the statutory maximum amounts.
(4) Invoices will be issued to the address stated in the order after completion of the service or on a monthly basis and must indicate any statutory value added tax. The amount will be transferred into the account to be specified by the contractor within 30 days of the client’s receipt of the invoice.
(5) The client has the right to demand accounting proofs from the contractor which show the basis for the invoiced amount (such as time sheets, copies of receipts). For this purpose, the contractor will submit monthly time sheets for signature.
(6) As far as required by law, the contractor agrees to pay tax on their remuneration, to pay social security contributions for the persons employed by them, if applicable, and to comply with other such obligations. If the contractor fails to comply with these obligations so that claims are made against the client, the contractor is obliged to compensate the client for the damage incurred.
(7) For any work at weekends, on public holidays or between 10 p.m. and 6 a.m. expressly required by the client a surcharge of 35% to the agreed fee will be charged.
(8) In case of extensions of project orders as well as in ongoing projects, Iskander Business Partner has the right to adjust the invoiced per diem rate of the employed consultants once a year to reflect changes in procurement costs or the rate of inflation. The provider will notify them accordingly in text form prior to coming into effect at least 6 weeks in advance.
(9) Iskander Business Partner has the right to charge an additional flat-rate service fee in the amount of 10% of the commissioned project volume for orders with a volume of less than 50,000 EUR. The flat-rate service fee will become due upon placement of the order and invoiced in the first invoice issued.
(10) For fees in the “Lease of Staff” model Iskander Business Partner has the right to charge a lump sum in the amount of 100 EUR for every commenced consultant day to cover additional administrative expenses. The lump sum will become due for payment every month with the regular invoice.
§ 3 Liability and warranty
(1) The contractor will perform the tasks incumbent on them with the diligence of a prudent businessman.
(2) Liability of the parties is excluded unless a damage results from the violation of a contractual obligation essential for the fulfilment of the individual contract (cardinal obligation) or from intentional or grossly negligent conduct. In any other case claims for damages are limited to twice the fee volume of the underlying individual contract, but not exceeding a maximum of 250,000.00 EUR.
(3) When performing and executing the order, the contractor is obliged to observe the law on technical work equipment, the relevant accident prevention regulations, other occupational health and safety regulations, the pertinent VDE regulations, the radiation protection regulations, if applicable, as well as any other generally recognised safety and occupational medicine rules. Even if and as far as the client provides safety instructions or safety training for the contractor or the persons employed by them, the client will not assume any liability for physical injuries or damage to property which the contractor or the persons employed by them suffer in the performance of their activities agreed by this contract or inflict on third parties so that claims are made on them if the contractor fails to observe the safety regulations made available to them.
The contractor is responsible for taking out appropriate liability insurance – if applicable also for the persons commissioned by them – and to provide any prescribed protective clothing and equipment at their own expense and to use these in accordance with regulations.
(4) The contractor warrants to the client that they hold any permit and authorisation required for the provision of their services. The contractor will hold the client harmless from any claims made by third parties or damages incurred by the client in individual cases which result from the lack of such a permit/authorisation.
§ 4 Property rights and rights of use under copyright law, access rights
(1) The contractor will transfer to the client the rights of use to all services provided by the contractor under this contract. The transfer of the rights of use is unrestricted in terms of time, place, purpose of use and in any other way. It includes the right of modification, reproduction and transfer to third parties.
(2) The contractor warrants that all services received by the client in the framework of this contract are free from copyrights, ancillary copyrights and other rights of third parties and that the client receives the aforementioned exclusive, unrestricted and free legal position; this applies also in as far as services of third parties are concerned. Should such exemption not be possible in certain cases, the client is to be notified thereof in good time prior to the commencement of the performance of the services.
(3) The aforementioned transfers of rights and/or warranties are compensated by the remuneration specified in § 2.
(4) Any documents as well as any other physical work created by the contractor on the basis of this contract in accordance with the terms of reference enclosed as an annex to this contract will be securely archived by the contractor in such a way that the client is able to access this material. This also applies to stored data that are accessible by electronic means or in any other way.
§ 5 Competitive relevance, confidentiality
(1) The contractor will ensure that the persons employed by them do not enter into a conflict of interest with the client during the term of the individual project contract.
(2) During the project, the contractor undertakes to maintain strictest secrecy with regard to any information about the client’s business and operational matters obtained in the course of their activity.
Such information may only be disclosed to third parties with the client’s prior written consent and only to the extent that this is required for the performance of the contract.
The obligation to maintain confidentiality only applies until the aforementioned information and documents demonstrably become public knowledge through no fault of the party obliged to maintain confidentiality or was lawfully disclosed to third parties without an obligation to maintain confidentiality.
Should the contractor in connection with this contract become aware of data subject to secrecy in accordance with the German Telecommunications Act or applicable data protection regulations (in particular BDSG and TDSV), they must observe the secrecy regulations stipulated therein; in particular, the contractor must instruct their employees accordingly.
The contractor must take the precautions required for confidentiality in their sphere of operation at their own expense.
The contractor may disclose the business relationship with the client on their homepage/web presence and in their corporate presentation.
(3) For each case of infringement of the obligations under clause 1 and 2 the contractor will pay a contractual penalty in the amount of 2,500.00 EUR.
(4) The contractor agrees to return the business and operating documents provided to them in connection with their activities to the client upon request after the termination of this contract. Assertion of a right of retention is excluded unless required by legal stipulations.
§ 6 Rights to work equipment
(1) Should the client grant the contractor the use of methods or provide products, tools or other means for the provision of the service during the term of the contract, the contractor agrees not to change, remove, copy or transfer the means provided and/or the documentation provided therewith, nor to pass them on or disclose them to third parties. All rights to the means and documentation provided remain exclusively with the client at all times. The contractor is obliged to return to the client any products, tools or other means provided by the client upon request and at the latest upon termination of this contract.
§ 7 Takeover of consultants
If the client wishes to
- a) take over in a permanent position or
- b) purchase through another service provider or
- c) contract directly as a consultant themselves
any adviser formerly provided or introduced by the contractor, the client must pay to the contractor a fee in the amount of 30 per diems of the current or quoted consultancy rate (plus VAT at the statutory rate) within 28 days of the commencement of the assignment. The amount is waived if
- a) the consultant’s introduction or the date of the consultant’s last project assignment is more than 9 months ago or
- b) an engagement period of the consultant of 18 months has been exceeded.
§ 8 Term of validity and termination
(1) This agreement enters into force with the individual order and is valid for an indefinite period.
(2) Each of the parties may terminate this agreement and/or the individual project contracts in writing subject to 4 weeks‘ notice to the end of a calendar month.
(3) In the event of delays or malperformance on the part of the contractor, the statutory provisions apply with regard to the individual contract.
(4) Each of the parties may terminate this agreement prematurely for good cause without notice. “Good cause” in particular includes the following:
- a violation of the obligations stipulated in § 5 by the contractor or the persons employed by the contractor for the performance of the contract.
- a violation of a material provision of this contract or default on the part of the other party which, despite a written reminder, fails to initiate suitable measures for immediate remedy within one week of receipt of the reminder.
- suspension of payment by the other party or filing for insolvency proceedings by the other party.
(5) The obligation to fulfil the contractual obligations remains in force until the termination enters into effect. Any obligations extending beyond the term of the contract, in particular with regard to data protection, the takeover of consultants and confidentiality, remain unaffected.
§ 9 General provisions
(1) The project location is the location provided for in the individual order.
(2) If a provision of this contract is or becomes invalid, or if a provision that in principle would be required has been omitted, this will not affect the validity of the remaining provisions of this contract. Instead of the invalid provision or in order to fill the loophole the parties to the contract will agree on a legally permissible provision which corresponds as closely as possible to what the parties intended or would have intended in line with the meaning and purpose of this contract if they had discovered the loophole.
(3) Both parties may transfer this contract or individual rights resulting thereof to companies with whom the parties are affiliated under company law. Both parties will ensure that the transferee will comply with this contract. For the rest, an assignment of rights or a transfer of obligations under this contract requires the prior written consent of the parties. Neither party to the contract will unreasonably withhold such consent. The contractor plans to change its name to Iskander Business Partner, which the client will in any case consent to.
(4) Amendments to these GTC must be made in writing and should be laid down in a specific individual offer.
(5) All stated payment amounts are exclusive of any statutory value added tax.
(6) The contractor is responsible for fulfilling their fiscal obligations. If their invoices must include value added tax, they will arrange for the tax declaration and payment to the tax authorities on their own accord
§ 10 Applicable law, place of jurisdiction
(1) The data obtained within the framework of the contractual relationship will be stored and processed by the client in accordance with Article 28 of the General Data Protection Regulation. The law of the Federal Republic of Germany applies to the exclusion of the CISG and the IPR. The place of jurisdiction is Munich.