General Terms and Conditions

General Terms and Conditions of Angelus Managementberatungs und Service KG valid since 01.01.2013

1. General

Orders of Angelus Managementberatungs und Service KG are concluded and executed exclusively under these General Terms and Conditions. Conflicting conditions of the client have no validity, unless and until they have been accepted in writing.

2. Services of Angelus Managementberatungs und Service KG

The activity of Angelus Managementberatungs und Service KG consists – unless otherwise agreed in individual cases – in the independent and instruction-free management consulting of the client as a service. In addition, business supply orders and orders for settlement services can still be placed. Angelus Managementberatung und Service KG does not provide consulting services that are subject to approval or services that are subject to the German Banking Act (KWG). However, the provision of such services by companies with which Angelus Managementberatung und Service KG cooperates is possible.

  1. A concrete success is neither owed nor guaranteed to the client. The client decides in sole responsibility about the time as well as the kind and extent of the measures recommended by Angelus Managementberatungs und Service KG or coordinated with Angelus Managementberatungs und Service KG. This applies even if Angelus Managementberatungs und Service KG accompanies the implementation of coordinated plans or measures by the client.
  2. The specific content and scope of the work to be performed by Angelus Managementberatungs und Service KG is determined by the written or verbal order. If the need for additional or supplementary activities arises, Angelus Managementberatungs und Service KG will make the client aware of this (in writing or orally). In this case, an order extension by Angelus Managementberatungs und Service KG also takes place by the fact that the client requests or accepts the additional or supplementary activity. A written order is not mandatory, especially in the case of ongoing continuous consulting orders or consulting and support orders, where the concrete order actions arise only in the context of the ongoing consultation. In the case of ongoing consulting orders, a continuous new commissioning of individual activities is not necessary, but the receipt of the individual activities and a written objection to individual activities not approved by the client are sufficient to agree on these activities as commissioned and billable.
  3. Angelus Managementberatungs und Service KG considers the information and documents provided by the client as well as the submitted figures to be complete and correct. Angelus Managementberatungs und Service KG is not obligated to verify the correctness, completeness or regularity or to conduct its own research. This also applies if within the scope of the given order of Angelus Managementberatungs und Service KG plausibility checks or valuations are to be carried out, which are solely linked to the information, data or documents provided by the client and do not include their verification.
  4. The provision of legal or tax consulting services is excluded as part of the contract. However, the strategic advice of lawyers and tax advisors commissioned separately by the client is always included in the order mandate, even if this is not agreed separately. The costs for this shall be borne by the client even without a separate agreement.
  5. The transfer or presentation of written elaborations or results of Angelus Managementberatungs und Service KG to third parties require the prior consent of Angelus Managementberatungs und Service KG and are solely in the interest and on behalf of the client. The third party is not included in the scope of protection of the contract between the client and Angelus Managementberatungs und Service KG. This also applies if the third party bears all or part of the remuneration of the activity of Angelus Managementberatungs und Service KG for the customer or takes over this.

 

3. Obligation of the customer to cooperate

  1. The client provides Angelus Managementberatungs und Service KG with the information and documents necessary for the execution of the order completely and with the correct content.
  2. If the client does not provide after request of Angelus Managementberatungs und Service KG the necessary for the execution of the order, the cooperation incumbent on him not or not completely, Angelus Managementberatungs und Service KG is entitled after prior written notice, but not obliged, to terminate the concluded contract without notice. In this case, Angelus Managementberatungs und Service KG may invoice the client either for the services actually rendered up to the date of termination or, instead, for the agreed or projected total remuneration less expenses saved by the premature termination of the contract.
  3. The client shall provide Angelus Managementberatungs und Service KG with a declaration of completeness confirming that the information and documents provided by the client are complete and correct and that no indications exist or are known which could call into question their completeness and correctness.

4. Remuneration

  1. The services of Angelus Managementberatungs und Service KG are – unless otherwise agreed in writing in individual cases – calculated and remunerated according to the daily rates/hourly fees/case lump sums currently applicable at Angelus Managementberatungs und Service KG € 2.500,00 as daily rate, plus expenses, incidental expenses, per diems etc..
  2. Angelus Managementberatungs und Service KG is entitled to invoice reasonable advances for the services that are expected to be rendered or reasonable advance payments for services that have already been rendered. Consulting services shall commence after settlement of the first advance invoice.
  3. If requested advances, partial payments or other invoices of Angelus Managementberatungs und Service KG are not or not fully settled, Angelus Managementberatungs und Service KG is entitled to stop further activities until the outstanding debt is settled in full. In addition, Angelus Managementberatungs und Service KG can terminate the concluded contract without notice after a prior written reminder with the threat of termination. In this case, Angelus Managementberatungs und Service KG may invoice the client either for the services actually rendered up to the date of termination or, instead, for the agreed or projected total remuneration less expenses saved by the premature termination of the contract.
  4. Time and compensation forecasts of Angelus Managementberatungs und Service KG in relation to the execution of an order represent a non-binding estimate, since the required time expenditure may depend on factors that cannot be influenced by Angelus Managementberatungs und Service KG.
  5. If the overrun of the predicted time or remuneration is based on circumstances for which the client is responsible (e.g. insufficient cooperation of the client), the resulting additional expenditure is to be remunerated according to the respectively valid daily rates of Angelus Managementberatungs und Service KG. The same applies to overruns up to 30%, if they are based on other causes.
  6. If the actual processing time is more than 30% over the forecasted working time, the client has after information by Angelus Managementberatungs und Service KG a right to choose either to terminate the order and to pay for the service provided until then at the agreed conditions or to continue the order and to pay the exceeded working time additionally on a daily rate basis.

 

5. Payment modalities

  1. The remuneration agreed with Angelus Managementberatungs und Service KG are net prices, which are to be paid plus the applicable statutory VAT.
  2. The invoices of Angelus Managementberatungs und Service KG are due without deductions upon receipt by the customer. Invoices on account, deposits and advances are to be transferred to the account specified by Angelus Managementberatungs und Service KG at the latest on the 5th calendar day after the invoice date. Final invoices or current monthly invoices are to be transferred to the account specified by Angelus Managementberatungs und Service KG no later than the 15th calendar day after the due date.
  3. It is agreed that Angelus Managementberatungsund Service KG is authorized to collect the remuneration due to it by direct debit during the period of validity of the concluded order.
  4. If the client is a consumer, he is in default of payment by the reminder of Angelus Managementberatungs und Service KG, but no later than 30 days after receipt of the invoice. In this case, default interest at the statutory rate is to be paid.
  5. If the client is not a consumer, he is in default by exceeding the payment deadline; a reminder is not required for this. From the time of default, interest on arrears shall be 8% above the current prime rate, but at least 10% of the invoice amount. In the event that the statutory interest rate is below this minimum rate, the Customer shall be entitled to prove that a lower interest loss has been incurred.
  6. The Customer may only set off counterclaims that are undisputed or have been legally established; otherwise, set-off is excluded. If the Customer is not a consumer, he shall only be entitled to exercise a right of retention if his counterclaims have been legally established or are undisputed.
  7. Objections against the amount of fee invoices can only be made in writing by the client within 5 working days after receipt of the invoice. In this case the client must state exactly which invoice item he objects to and for what reason. Objections that do not comply with these requirements or are made too late are invalid.
  8. AngelusManagementberatungs und Service KG is not obliged to prove the correctness of the invoiced fees by itself. Should a proof be requested by the client, the listing of the performed hours by Angelus Managementberatungs und Service KG is considered sufficient.

 

6. Liability

  1. Verbal or telephonic information, statements, consultations or recommendations are made to the best of our knowledge and belief. However, they are only binding if they are confirmed in writing.
  2. A liability or guarantee for the success of Angelus Managementberatungs und Service KG recommended measures is excluded. This also applies if Angelus Managementberatungs und Service KG accompanies the implementation of coordinated or recommended plans or measures.
  3. Angelus Managementberatungs und Service KG is liable – if the client is not a consumer – only in case of intent or gross negligence. The amount of liability is limited to the typically foreseeable damage. Claims relating to injury to life, body or health are not subject to any limitation of liability.
  4. The liability of Angelus Managementberatungs und Service KG is not applicable, if the occurred damage is also due to incorrect or incomplete information or documents of the client. The same applies if liability justifying circumstances by the client were not within 14 calendar days after knowledge in writing to Angelus Managementberatungs und Service KG reprimanded.

7. Final provisions

  1. Changes or additions to the order (in the case of orders placed in writing) or these General Terms and Conditions of Contract require – with the exception of ongoing permanent consulting mandates and order extensions pursuant to Section 2.c. of these Terms and Conditions – compliance with the written form in order to be effective. A tacit amendment of the order or the General Terms and Conditions of Contract is excluded.
  2. Should any provision of the order or of these contractual conditions be or become legally invalid, this shall not affect the legal validity of the remaining provisions of the order and of these contractual conditions. In this case, the contracting parties shall agree on a legally effective provision that comes as close as possible to the meaning and purpose as well as the economic objective of the invalid clause. The same procedure shall be followed if the order or these contractual terms and conditions contain a loophole which is contrary to the rules and which is to be closed by a supplementary interpretation of the contract.

8. Place of performance

for all services is the place of business (place where the business of Angelus Managementberatungs und Service KG is registered). Exclusive jurisdiction for all disputes arising from the contract (including those in the document and bill of exchange process and in the dunning procedure) is Munich, as far as the customer is a merchant, a special fund under public law or a legal entity under public law. If the customer is not a merchant, Munich is also agreed as the place of jurisdiction if the customer does not have a place of jurisdiction in Germany at the time the action is brought or has his habitual residence and or domicile outside Germany or has moved there or his residence or habitual residence is not known.