GENERAL TERMS AND CONDITIONS (GTC)

Version September 2023

1. General principles / scope of application

1.1 For all legal transactions between the CUSTOMER and permitto GmbH

(in short: permitto) shall be governed exclusively by these General Terms and Conditions (in short: GTC). The version valid at the time of conclusion of the contract shall apply. permitto only concludes contracts on the basis of the following terms and conditions. The CLIENT expressly recognises that it has taken note of these GTC in a legally binding manner, so that they have become part of the contract. This shall also apply in the event that the CLIENT refers to its own General Terms and Conditions.

1.2 These GTC shall also apply to all future contractual relationships, even if no express reference is made to them.

1.3 Conflicting general terms and conditions of the CLIENT are not part of the contract unless they are expressly recognised by permitto in writing.

 

2. Scope of the order / substitution

2.1 The scope of a specific order shall be contractually agreed on a case-by-case basis. However, permitto’s consulting services do not include legal and tax advice. For these, the CLIENT must call in consultants from these areas.

2.2. permitto is authorised to have the contractual obligations incumbent upon it performed in whole or in part by third parties (vicarious agents). Payment of the third party shall be made exclusively by permitto itself. No direct contractual relationship of any kind whatsoever shall arise between the third party and the CUSTOMER.

 

3. Duty of permitto to provide information / declaration of completeness

3.1 The CLIENT shall ensure that the organisational framework conditions for the fulfilment of the order at its place of business allow work to proceed as undisturbed as possible and conducive to the rapid progress of the consulting process.

3.2 The CLIENT shall also provide permitto with comprehensive information about previous and/or ongoing consultations – also in other specialist areas.

3.3 The CLIENT shall ensure that permitto is provided with all documents necessary for the fulfilment and execution of the order in a timely manner, even without a special request from permitto, and that permitto is informed of all processes and circumstances that are important for the fulfilment and execution of the order. This also applies to all documents, processes and circumstances that only become known during permitto’s activities.

 

4 Safeguarding independence

4.1 The contractual partners mutually undertake to take all precautions that are suitable to prevent the independence of the commissioned third parties and employees of permitto from being jeopardised. This applies in particular to offers by the CLIENT to employ or accept orders for its own account.

 

5. Freedom from instructions

5.1 permitto is free from instructions in the provision of its services and acts at its own discretion and on its own responsibility.

 

6. Protection of intellectual property

6.1 The copyrights and other rights – of any kind whatsoever – to the services provided by permitto, its employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organisational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) shall remain with permitto. They may be used and utilised by the CLIENT during and after termination of the contractual relationship exclusively for purposes covered by the respective consultancy contract.

6.2 The CLIENT is not entitled to reproduce and/or distribute the services provided by permitto (in particular offers, reports, analyses, expert opinions, organisational plans, programmes, service descriptions, drafts, calculations, drawings, data carriers, etc.) without the express consent of permitto. Under no circumstances shall any unauthorised reproduction/distribution of the work give rise to any liability on the part of permitto – in particular for its correctness – towards third parties.

6.3 Violation of these provisions by the CUSTOMER shall entitle permitto to terminate the contractual relationship prematurely with immediate effect and/or to assert further claims, in particular for injunctive relief and/or damages.

 

7. Warranty

7.1 permitto’s consulting services are based on specific industry experience, correspond to permitto’s latest knowledge and information and are based on information that was available at the time of preparation. The subject of the contract is the agreed service and not a specific result. permitto only provides recommendations for action in the context of the provision of consulting services. The decision as to whether recommendations for action are implemented is the sole responsibility of the CLIENT. permitto assumes no responsibility for the implementation of recommendations for action.

7.2 The CLIENT must notify permitto immediately of any deficiencies in the provision of services.

7.3. permitto is authorised and obliged, regardless of fault, to rectify any inaccuracies and defects in its performance that become known. It shall inform the CLIENT of this immediately.

7.4 Warranty claims of the CLIENT shall expire no later than six months after provision of the respective service.

 

8. Liability / Compensation

8.1 Insofar as this does not violate mandatory law, permitto is only liable for compensation for damages that it has caused to the CLIENT through gross negligence or wilful intent in connection with the consultancy contract. The liability for gross negligence is limited to the positive damage (but not loss of profit) and to the amount of the fee agreed for the respective consulting contract, but not exceeding EUR 25,000.00. The limitation of liability also applies to damages caused to the CLIENT by a third party engaged by permitto. These limitations of liability do not apply to compensation for personal injury.

8.2 Claims for damages by the CLIENT must be asserted in court within six months of becoming aware of the damage and the damaging party, but at the latest within 24 months of completion of the respective order, otherwise the assertion is excluded. An extension of the order shall not extend these deadlines.

8.3 The CLIENT must provide proof that the damage is due to permitto’s fault.

8.4 If permitto provides its services with the assistance of third parties and warranty and/or liability claims against these third parties arise in this context, permitto shall assign these claims to the CLIENT. In this case, the CLIENT must assert its claims primarily against these third parties.

 

9. Confidentiality / Data protection / Reference

9.1. permitto undertakes to maintain confidentiality regarding all business matters of the CLIENT of which it becomes aware, in particular business and trade secrets.

9.2. permitto is released from its confidentiality obligation towards any vicarious agents it uses. However, it must transfer its confidentiality obligation to them and is liable for their breach of the confidentiality obligation as for its own breach.

9.3 The confidentiality obligation is limited in time to 5 years after completion of the order.

9.4. permitto is authorised to process the personal data entrusted to it within the scope of the purpose of the contractual relationship. The CLIENT is obliged to take all necessary data protection measures, in particular those within the meaning of the General Data Protection Regulation (GDPR) (e.g. obtaining the declaration of consent of the data subjects), so that permitto may process the personal data for the purpose of the contractual relationship.

9.5 The data protection information pursuant to 6 (1) a) to b), Article 7 (1) and Article 13 ff GDPR is available on request at info@permitto.com.

9.6. permitto is authorised, subject to written revocation by the CLIENT, which is possible at any time, to refer to the existing or former business relationship with the CLIENT on its Internet website and in printed matter by name and company logo (reference notice).

 

10. Fee / due date / invoicing / cancellation fee

10.1. permitto shall receive a fee from the CLIENT for the consultancy service in accordance with the consultancy agreement between the CLIENT and permitto. Unless otherwise agreed, permitto shall charge for its services on the basis of the current daily rate at the time the contract is concluded (1 daily rate = 8 hours).

10.2. permitto is entitled to submit interim invoices according to the progress of the work and to demand payment on account in accordance with the respective progress. In the event of non-payment of interim invoices, permitto is released from its obligation to provide further services. The assertion of further claims remains unaffected.

10.3 Unless otherwise agreed between the contracting parties, permitto shall be invoiced monthly in arrears.

10.4 Unless otherwise agreed between the contractual partners, permitto invoices are due for payment without deduction within 14 days of receipt.

10.5 All amounts are payable net plus VAT at the statutory rate without deduction to the account specified by permitto. permitto will issue an invoice authorising input tax deduction with all legally required features.

10.6 Any follow-up and supplementary contracts to consultancy contracts already concluded shall not result in any change to the due dates of the fees for the original consultancy contract.

10.7 Unless otherwise agreed between the contracting parties, travelling and travel expenses shall be charged as follows:

Overnight accommodation (costs of a standard 4-star local hotel) and travel costs (train: 1st class, flight: economy, over 4 hours flight time business class, economy, hire car, taxi) will be charged in the amount of the actual expenses. permitto will provide evidence of the costs by means of appropriate receipts.

EUR 0.50/km shall be reimbursed for travelling by car.

10.8 If the CLIENT withdraws from the consultancy contract without good cause or postpones an agreed date, the CLIENT shall be obliged to pay a cancellation fee:

Cancellation from placing the order up to 8 weeks before the start of the order/appointment: 25% of the agreed fee

Cancellation between 8 and 4 weeks before the start of the order/date: 50 % of the agreed fee

Cancellation between 4 and 2 weeks before the start of the order/date: 75 % of the agreed fee

Cancellation between 2 weeks before the start of the order and the start of the order/date: 100 % of the agreed fee

10.9 If the agreed services are not performed after the start of the order for reasons that fall within the sphere of the CLIENT or due to a justified premature termination of the contractual relationship by permitto, permitto retains the claim to payment of the entire agreed fee. If an hourly fee is agreed, the fee shall be paid for the total number of hours that could be expected for the entire agreed consulting service.

 

11. Duration of the contract / cancellation

11.1 The contractual relationship shall generally end with the provision of the agreed consultancy services.

11.2 Notwithstanding this, the contract may be terminated at any time for good cause by either of the contracting parties by written notice without notice. Good cause shall be deemed to exist in particular if a contractual partner breaches material contractual obligations – despite a reminder and the setting of a grace period of at least 14 days.

 

12. Place of jurisdiction / choice of law / contract language

12.1 The exclusive place of jurisdiction for all disputes arising from and in connection with the consulting contract and these GTC is the competent court in Wiesbaden.

12.2 These GTC and the Consultancy Agreement shall be governed by German law.

12.3 The contractual language is German.

 

13. Partial invalidity

13.1 Should provisions of these GTC or the order be legally ineffective, invalid and/or void or become so in the course of their duration, this shall not affect the legal effectiveness and validity of the remaining provisions. In this case, the contracting parties undertake to replace the legally ineffective, invalid and/or void provision (which has become legally ineffective, invalid and/or void) with a provision that is legally effective and valid and corresponds in its economic effect to the replaced provision – as far as possible and legally permissible.

 

14. Final provisions

14.1 All declarations of a legally binding nature based on these GTC or the order must be made in writing to the address of the other contracting party last notified in writing. If a declaration is sent to the address last notified in writing, it shall be deemed to have been received by the respective contractual partner.

14.2 The assignment of individual rights and obligations under these GTC and the Consultancy Agreement shall only be permitted with the express written consent of the other contracting party.