General Terms and Conditions of Petra Gerweck Consulting 

Status: January 2022

1 Scope of Application


These General Terms and Conditions shall apply to all contracts between Petra Gerweck Consulting and its clients. Conflicting or deviating terms and conditions of business, contract and/or purchase will not be recognized unless their validity is agreed to in writing.


Insofar as individual contractual agreements have also been made between the contracting parties, these shall take precedence over the provisions of these General Terms and Conditions. These General Terms and Conditions shall then only apply in addition, unless and to the extent that nothing or nothing to the contrary is stipulated in the individual contract.


2 Services of Petra Gerweck Consulting


  1. the contracting parties agree that Petra Gerweck Consulting owes only the provision of services, but not the production of a work or the achievement of a certain success. The contracting parties further agree that the exclusively service-contractual character of Petra Gerweck Consulting’s obligation to perform shall not change even if Petra Gerweck Consulting undertakes to record the results of its services in writing and to prepare and hand over corresponding reports, studies and the like. Such written reports, studies and the like shall – unless expressly agreed otherwise – in particular not constitute expert opinions, but shall only reflect the essential content of the course and the result of the services.


  1. Petra Gerweck Consulting is entitled to use expert third parties as subcontractors for the execution of the order. The contracting parties further agree that Petra Gerweck Consulting does not owe or provide any legal advice, tax advice or activities belonging to the work of auditors. Insofar as Petra Gerweck Consulting provides for the performance of such activities by engaging corresponding professionals, it acts only as an intermediary without itself becoming a debtor/contractual partner of such activities. 3.


  1. the contracting parties agree that Petra Gerweck Consulting is not obliged to check the information, data or documents given to it in writing or orally for their factual or arithmetical correctness, completeness or regularity. However, if Petra Gerweck Consulting recognizes that the information, data or documents provided to it in writing or orally are obviously incorrect, incomplete or improper, it shall point this out. 4.


  1. the client has the right to have any defects remedied. This claim must be asserted immediately. Petra Gerweck Consulting shall be given the opportunity to remedy the defect.


3 Retention of documents


Petra Gerweck Consulting is no longer obliged to keep the documents handed over to it by the Principal for the purpose of providing the services owed, if three years have passed since the date of termination of the contractual relationship or if six months have passed since a written request to the Principal to collect the documents.


4 Duty to cooperate


(1) The Principal is obliged to support Petra Gerweck Consulting to the best of his ability, namely to provide all information and documents required for the execution of the order, and to create all necessary conditions in his business sphere for the proper execution of the order.


Furthermore, the client is obliged to name one or more persons to Petra Gerweck Consulting who are authorized to make all declarations necessary for the performance of the owed service in a binding manner for the client.


5 Data protection, data transmission


(1) The Client agrees that the exchange of data and information in the cooperation with the Client and with all parties involved in the project may also take place via unencrypted e-mails. If the Client wishes that data is not sent via unencrypted e-mails and e-mail attachments, it shall inform the Contractor of this in writing – either in individual cases or in general. In this case, e-mail attachments will then be sent in encrypted form, which the Client can only open with a password. If encryption is desired, encryption and decryption methods that can be used with standard software (in particular MS Office, Apple Mail) without additional installations shall be used both for sending data from the Customer to the Contractor and vice versa.


  1. Petra Gerweck Consulting is entitled to mechanically collect, automatically process and store personal data of the Customer and its employees entrusted to it within the scope of its activities and – within the scope of the subject matter of the contract – if necessary to transfer such data to a service computer center or other suitable third parties for further commissioned data processing. If third parties are involved, Petra Gerweck Consulting shall ensure their obligation to maintain confidentiality. 3.


The customer is aware that the content of unencrypted emails or their attachments may be read by unauthorized third parties. Nevertheless, the client agrees to communication and transmission of documents by unencrypted email. Should the client wish to use a different communication technique, he will inform Petra Gerweck Consulting.


6 Rights to the work results


  1. Petra Gerweck Consulting is exclusively entitled to all copyrights or rights from supplementary competition law protection of all documents created by Petra Gerweck Consulting for the purpose of providing the owed services.


  1. the use, duplication and publication of such documents produced by Petra Gerweck Consulting for the purpose of rendering the services owed is only permitted to the client for his own business for the contractually required purposes.


  1. the transfer of the work results of Petra Gerweck Consulting to third parties requires the written consent of Petra Gerweck Consulting, as far as the consent to the transfer does not already result from the content of the order.


7 Right of Retention


Petra Gerweck Consulting has a right of retention to the documents handed over to it by the client for the purpose of rendering the services owed until the complete fulfillment of its claims arising from the contractual relationship. This right of retention does not exist if and to the extent that the client would thereby suffer a disproportionate disadvantage, also taking into account Petra Gerweck Consulting’s interest in performance.


8 Remuneration


(1) Unless otherwise agreed, the usual remuneration and the reimbursement of expenses in the usual amount shall be deemed to have been agreed.


  1. Petra Gerweck Consulting is entitled to invoice every 14 days after the beginning of the contractual relationship for the work performed. The fee is due immediately after invoicing.


  1. in addition to the fee claim according to paragraph 1, Petra Gerweck Consulting is also entitled to a claim for reimbursement of all expenses and outlays incurred for the provision of the owed services.


  1. the client can only declare a set-off against the fee claim and the claim for reimbursement of expenses with undisputed claims or claims that have become res judicata.


  1. the value added tax is calculated in each case in the legal height.


  1. several clients of the same order are liable for the remuneration as joint and several debtors.


  1. with the payment of invoices of Petra Gerweck Consulting by the client or third parties commissioned by the client, the claims asserted with the respective invoice shall be deemed accepted. Claims for repayment are excluded.


  1. objections against invoices of Petra Gerweck Consulting are to be asserted within four weeks after receipt at the latest; later objections are excluded.


9. if the order ends before its complete execution, Petra Gerweck Consulting shall receive a share of the remuneration corresponding to the scope of its work performed up to the termination of the order. If the order is terminated prematurely for reasons for which the client is responsible, Petra Gerweck Consulting shall additionally be entitled to 90% of the remuneration to which it is entitled for this period for the period from the termination of the order to the expiry of the agreed ordinary period of notice. The contracting parties have the possibility to prove a lower or higher damage.


9 Confidentiality


Petra Gerweck Consulting undertakes to maintain secrecy about all facts that come to its knowledge in connection with the execution of the order, unless the client releases it from this obligation.


The duty of confidentiality does not apply if the disclosure is necessary to protect the legitimate interests of Petra Gerweck Consulting. Petra Gerweck Consulting is also released from the duty of confidentiality to the extent that it is obligated to provide information and cooperation under the terms of its professional liability insurance.


The duty of confidentiality does not apply to the Client’s lending banks.


10 Liability


The liability of Petra Gerweck Consulting for damages of the Principal is excluded, as far as there is no intentional or grossly negligent breach of duty; in case of negligence it is limited to EUR 250.000,00 per case of damage. Petra Gerweck Consulting shall, however, be liable for damages resulting from culpable injury to life, body and health as well as damages resulting from culpable breach of essential contractual obligations (so-called cardinal obligations); in the case of the latter, however, in the event of slight negligence, the amount of liability shall be limited to the foreseeable damages typical for the contract at the time of the commencement of the contract. Petra Gerweck Consulting shall not be liable for loss of production or loss of profit on the part of the Client. The liability for the success or the achievement of certain goals of the client is generally excluded, unless expressly agreed otherwise in writing.


11 Limitation


All claims of the Principal against Petra Gerweck Consulting resulting from the contractual relationship shall become statute-barred after 2 years. Deviating from this, the statutory limitation period of 3 years applies if Petra Gerweck Consulting is charged with intent.


12 Termination of the contractual relationship


Unless otherwise agreed, the contractual relationship may be terminated by either party with 14 days’ notice to the end of the month. Any termination must be in writing to be effective.


13 Termination of the contract


The order placed with Petra Gerweck Consulting is terminated by the provision of the services owed. If Petra Gerweck Consulting notifies the client in writing that all services owed have been rendered in full, the client can no longer demand the rendering of further services if he does not object in writing to the incompleteness of the services rendered within four weeks after receipt of Petra Gerweck Consulting’s written statement.


14 Final Provisions


All claims arising from or in connection with this contractual relationship shall be governed exclusively by German law.


The place of jurisdiction is the registered office of Petra Gerweck Consulting. However, Petra Gerweck Consulting may also sue the client at the client’s general place of jurisdiction.


Should individual provisions of these terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions. The contracting parties are then obliged to make a substitute provision that comes as close as possible to the economic purpose of the invalid c