General Terms & Conditions

(As of October 2020)

The Rolf Schulz HR Consultants AG, Pariser Ring 37, 76532 Baden-Baden, represented by its CEO, Dr. Rolf Schulz – hereinafter referred to as RSC – applies the following terms and conditions for business relationships with its clients – hereinafter referred to as the Client:

§ 1 General Provisions

The following General Terms and Conditions in their valid version at the time of the respective contract conclusion exclusively apply to all offers and services of RSC unless expressly agreed otherwise in writing. For subsequent transactions, these terms are considered agreed upon without explicit reference if they were validly included in preceding transactions. Deviating conditions of the Client are not recognized unless RSC explicitly agrees to their application in writing.

§ 2 Subject Matter of the Contract / Services

1. RSC conducts consultations, training sessions, and coaching (hereinafter referred to as "Programs") in accordance with the service description provided to the Client as part of the offer. The content and scope of the service obligations are exclusively determined by the service descriptions specified by RSC. Deviations from the offer documents are permissible only insofar as they do not impair the defined requirements.

2. Individually prepared offers remain valid until their legally binding acceptance by the Client, but for a maximum of 30 calendar days from the date of issue.

3. The services provided in connection with consultations, training, and coaching are based on the knowledge and experience of RSC trainers and consultants and make no claim to completeness or infallibility. However, RSC ensures continuous measures to acquaint trainers and consultants with the latest scientific methods. Real-time updates cannot be guaranteed.

§ 3 Personnel of RSC

1. RSC is free to choose the personnel it assigns to provide services. It ensures that the deployed personnel are sufficiently qualified for service delivery. If RSC has named individuals to the Client as intended service providers, this reflects the planning status at the time of naming. The Client does not have the right to demand the deployment of those named individuals.

2. Personnel deployed by RSC to provide services are not subject to the Client's instructions. This applies particularly when the services are rendered at the Client's premises.

§ 4 Client's Duty of Cooperation

The Client is obligated to support RSC's services through appropriate cooperation. RSC explicitly informs the Client that consultation, training, and coaching require normal psychological and physical resilience. The Client commits to informing participants of the programs accordingly.

§ 5 Payment Terms

1. Fees agreed upon in the offer are due for payment upon receipt of the invoice.

2. RSC is also entitled to reimbursement for expenses necessary to provide the service, including travel costs and expenses. The specifics of such reimbursements are detailed in the offers or framework agreements.

3. The Client is entitled to offset claims against RSC only if their counterclaims have been legally established or are recognized by RSC. A right of retention may only be exercised if the counterclaim arises from the same contractual relationship.

§ 6 Termination / Schedule Changes

1. Either party may terminate the contractual relationship up to 42 calendar days (6 weeks) before the start of the program.

2. If the Client terminates between the 42nd and 14th calendar day (2 weeks) before the start of the program, 50% of the agreed fee is payable, excluding costs as per § 5 (2).

3. If the Client terminates after the 14th calendar day before the start of the program, 100% of the agreed fee is payable, excluding costs as per § 5 (2).

4. If the Client terminates after the program has started for reasons not attributable to RSC, 100% of the agreed fee is payable, along with any incurred costs as per § 5 (2).

5. In the cases outlined in § 6 (2), (3), and (4), RSC must deduct any savings or income gained from rescheduling the canceled program. This also applies if RSC intentionally fails to conduct a possible substitute program.

6. Dates for program execution may, in justified cases, be rescheduled by the Client once, for a maximum of 28 calendar days. Substitute dates must be coordinated with RSC. RSC is only obliged to agree to the rescheduling if the request is made no later than 14 calendar days before the program starts.

7. Events of force majeure (e.g., war, terrorism, natural disasters) that significantly hinder or make performance impossible allow the affected party to postpone obligations for the duration of the hindrance plus a reasonable startup period. This does not apply to payment obligations. If the hindrance is expected to prevent performance within a reasonable timeframe, either party may withdraw from the unfulfilled parts of the contract. If the Client withdraws due to force majeure, they must reimburse RSC for expenses incurred up to that point and pay fees and expenses as per § 5. RSC must deduct any savings or substitute income.

§ 7 Intellectual Property Rights

1. All rights to service content, concepts, etc., provided by RSC remain exclusively with RSC unless expressly agreed otherwise.

2. The Client agrees to ensure that all materials produced under the contract are used only for the purposes outlined in the agreement. Sharing such information with third parties, whether free or for payment, is prohibited and constitutes grounds for a damage claim by RSC.

§ 8 Data Protection Notice

These data protection notes apply to data processing by RSC, represented by Dr. Rolf Schulz. RSC collects, processes, and stores personal data as required for contractual fulfillment in compliance with GDPR regulations. Full details of data use, rights, and the Data Protection Officer are provided in this section.

§ 9 Limitation of Liability

1. RSC is liable for intentional and gross negligence according to statutory provisions.

2. For slight negligence, RSC is liable only for the breach of essential contractual obligations, limited to foreseeable, typical damages.

3. Liability under the Product Liability Act and for personal injury remains unaffected.

4. These limitations also apply to representatives and agents of RSC.

5. Claims resulting from force majeure or external factors beyond RSC's control are excluded.

§ 10 Governing Law and Jurisdiction

1. German law exclusively applies, excluding conflict-of-law rules and the CISG.

2. The exclusive place of jurisdiction is RSC's business location in Baden-Baden.

§ 11 Final Provisions

If any provision of these terms is or becomes invalid, the validity of the remaining provisions remains unaffected. A reasonable replacement reflecting the intended purpose shall apply.

Rolf Schulz HR Consultants AG

- Rolf Schulz HR Consultants AG -