General Terms and Conditions
Ziegler Advisers GmbH,
represented by its director,
Jürgen Ziegler,
Ligusterstraße 1, 71083 Herrenberg
§ 1 Scope of Application
These General Terms and Conditions (“Terms and Conditions”) apply to the advisory services provided by Ziegler Advisers GmbH (the “Adviser”) as in force at the time of the advisory services; other terms and conditions are not accepted even if we have not explicitly objected to them. The advisory services defined in Clause 2 are solely provided to the relevant client (the “Client”) even if the Client may not be the direct contractual counterparty (the “Counterparty”).
§ 2 Advisory Services
(1) The Adviser shall provide advisory services individually agreed in the categories Career Advisory, Leadership Coaching, Business Mentoring or related services. The advisory services include the related pre and post preparatory services.
(2) The parties have a common understanding that the scope of the advisory services shall not exceed the hours (each 60 Minutes) as agreed in the offer submitted by the Adviser and accepted by the Counterparty (the “Offer”). An increase in the number of hours is permitted and shall be agreed on separately.
(3) The Client shall be coached by Jürgen Ziegler. Should it be deemed necessary for the Adviser to involve other persons to perform the advisory services, the Adviser shall be entitled to so do, subject to obtaining the prior express consent of the Client.
(4) The Adviser shall not be responsible for achieving a specific outcome (whether in the professional context or of any financial nature).
§ 3 Term
(1) Unless agreed otherwise, the agreement shall become fully effective on the day the Offer is accepted by the Client or the Counterparty (as applicable), or, to the extent any advisory services have been provided by the Adviser prior thereto, on such earlier date.
(2) This agreement shall terminate automatically on completion of the agreed scope of advisory services or upon reaching the agreed number of hours in accordance with Clause 2, unless the Parties have agreed otherwise. Where the Parties have mutually agreed to exceed the agreed number of hours, this shall be deemed to be an implied extension of the term of the contract. This agreement may be terminated at any time by either side without cause. The right to extraordinary termination shall remain unaffected.
(3) Any termination must be made in writing.
§ 4 Remuneration
(1) In consideration for the services rendered in accordance with Clause 2, the Adviser shall be entitled to a fee payable by the Counterparty in an amount as agreed in the Offer plus VAT.
(2) All costs, expenses and disbursements reasonably incurred by the Adviser in connection with the services rendered under this agreement shall be met by the Counterparty. Travel, accommodation, meals and other expenses shall be settled by the Counterparty against actuals in accordance with paragraph 3.
(3) The Adviser shall invoice fees and any costs, expenses and disbursements in accordance with paragraphs 1 and 2 on or around the last day of each calendar month. Upon request by the Counterparty, the Adviser shall provide time entries as proof. Invoices are payable within 14 calendar days of invoicing. Invoices may be submitted electronically. Payments shall be made to the recipient and bank account referred to in the invoice.
§ 5 Time and Place of Advisory Services
(1) The Adviser shall be free to select the location and time of his activities.
(2) The advisory services may take place in person or virtually, unless the Parties agree otherwise.
§ 6 Duty to cooperate
(1) The Client shall do his part to enable the Adviser to perform the agreed tasks and will be available during the agreed time. The Advisor shall be under no obligation to perform the advisory services should the Client breach such obligation. The Adviser is not bound by any directions in connection with his activities-/ services.
(2) Appointments shall be agreed mutually.
(3) The Client may cancel appointments free of charge up to 24 hours before the appointment. If a cancellation is made less than 24 hours prior to the appointment, a cancellation fee of 50% of the agreed fee will be charged. In case of no-show without cancellation, the full fee will be charged.
§ 7 Confidentiality & Data Protection
(1) During and following the termination of this agreement, the Adviser agrees to keep confidential the information received from the Client, unless the Client releases the Adviser from his duty of confidentiality.
(2) The Parties agree that the content of this agreement and its execution are confidential. This applies equally after this agreement has been terminated.
(3) Notwithstanding paragraphs 1 and 2 above, the Counterparty hereby consents that the Adviser may produce anonymized summaries of the advisory services performed for marketing purposes, provided that the Adviser does not publish any personal sensitive data therein. The Client’s name shall only be disclosed with the prior written consent of the Client.
(4) The Adviser shall process personal data of the client only in accordance with the statutory provisions.
(5) The Client agrees that his data will be stored for the purpose of contract execution.
(6) The Client receives a simple, non-transferable right to use the documents, methods and concepts provided by the Adviser for the duration of the collaboration. Disclosure to third parties or other use requires prior written consent.
§ 8 Warranty, Liability
The Adviser shall only be liable towards the Counterparty and/or the Client for acts of gross negligence or malice.
§ 9 Final provisions
(1) An amendment or supplement of these Terms and Conditions or any other contractual terms will only be valid if made in writing. This also applies to a waiver of the requirement of the written form. Notwithstanding the foregoing, the Parties are free to agree amendments or supplements in any form provided that these constitute individually negotiated terms in accordance with Sec. 305b German Civil Code. As a general rule, any individually negotiated terms should be confirmed in writing for evidentiary purposes.
(2) The Parties agree that should at any time any provision of these Terms and Conditions be or become void, invalid or due to any reason ineffective, this will not affect the validity or effectiveness of the remaining provisions. The void, invalid or ineffective provisions shall be deemed replaced by such valid and effective provisions that in economic terms come closest to what the Parties intended or would have intended. The same applies to any omissions in this agreement.
(3) These Terms and Conditions shall be governed by German law.
(4) The ordinary courts at the registered seat of the Adviser have jurisdiction to settle any dispute arising out of or in connection with these Terms and Conditions if the Counterparty is a business person, a public legal person or a public separate estate within the meaning of Sec. 38 para. 1 German Code of Civil Procedure.
(5) The German wording of these Terms and Conditions shall prevail.