General Terms & Conditions (GTC)

These general terms and conditions are applicable to all offers and contracts of Institute for Innovation & Improvement GmbH & Co. KG – hereinafter referred to as “iii” – and its Customers.

1. Subject of the agreement

1.1 The Customer shall be entitled to order specific services from iii regarding the Performance Catalogue during the term and under the conditions set forth in this General Terms & Conditions. The details of the order of the Customer, including the description of the services involved, duration and remuneration, shall be the subject of an agreement for iii-services, which will be attached to and become part of this agreement.

1.2 This General Terms & Conditions for Consultancy contains the terms and the conditions applicable to all orders and agreements for iii-services. All other conditions, including the general conditions of the Customer, shall not apply, even if iii has not expressly rejected such conditions.

1.3 The services which shall be provided by iii upon the execution of an agreement for iii-services are the following:

• Business Design
• Training & Education
• Coaching
• Particular Challenges
• Administration/ Back Office services

2. General principles governing the services provided by iii

2.1 The Customer shall inform iii of the services it needs. If the request for services is unreasonable or if iii does not have the capacity to provide the services, iii may refuse to provide the services requested.

2.2 In providing the services agreed upon in the Agreement for iii-services, iii shall pay due regard to the requirements laid down in writing in such agreement by the Customer. iii shall further render the services according to the common quality rules valid at the time of the execution of the agreement. iii shall hereby use all its knowledge and experience and shall use its best efforts in providing the services. The Customer will however remain responsible for the specification of the services to be rendered by iii. The Customer acknowledges that it is its responsibility to determine whether a prior analysis is to be effectuated by either iii or a third party before ordering the services. The customer acknowledges and accepts that services may be performed either at customer site or remotely, subject to mutual approval.

2.3 Any guarantee as to the specifications and the features of the iii services requires the express written confirmation by iii. The specifications given in documentation, brochures, project- and program descriptions shall not be considered as such guarantee.

2.4 iii can provide written notes on meetings and conversations covering the precise details of, or the changes to, the provisions of this agreement or any agreement for iii-services, especially with regard to the subject matter of the Agreement for iii-services. These notes shall be binding on both parties if iii provides the Customer with them and the Customer does not make a written objection within 10 days.

2.5 iii retains the right to replace any member of its personnel by another staff member with similar qualifications at any time. In providing the services, iii may also use freelance workers and employees of other companies.

2.6 If within the duration of the period in which services are provided to the Customer, any of the employees/ consultants/ trainers/ coaches provided by iii are hired or contracted either directly or indirectly by the Customer or any subsidiary or associated company of the Customer, the Customer will compensate iii by paying an introduction fee equal to twelve weeks at the applied charge per day for the concerned employee/ consultant/ trainer/ coach with a minimum of 20.000 EUR.

3. Confirmation of the services provided

3.1 After the goods or services have been supplied, the Customer shall provide iii with a written confirmation within due delay to the effect that the goods and services supplied were complete and error free. Such confirmation may only be refused for reasons of material or irredeemable shortcomings.

3.2 If the Customer fails to supply such confirmation within one month of the delivery, this shall be deemed to constitute acceptance of the goods and services.

3.3 iii can require a specific confirmation with respect to goods or services which are covered by separate agreements, or which can already be used on their own.

4. Remuneration

4.1 All services shall be invoiced according to the Performance Catalogue in effect at the time of the signing of the Agreement for business. All expenses incurred by the visit of the consultant, such as meals, hotels, parking-fees, travel expenses, etc. will be recharged to the client as they fall due.

4.2 Payment of the invoices shall be due within 14 days after the date of the invoice. No cash discount will apply. In case of non-payment on the expiry date, all sums due by the Customer shall be increased ipso iure and without formal notice with a yearly delay interest of 12 % until the date of full payment.

4.3 All prices do not include V.A.T. nor any statutory sales tax. Such taxes will be added to all invoices.

5. Obligations of the Customer

5.1 The Customer shall provide a working environment in accordance with the applicable legislation.

5.2 The Customer shall provide the required degree of support and assistance when iii renders its services.

5.3 If services are rendered at the Customer's premises, the Customer shall supply all facilities that are required to enable iii employees to render the services.

5.4 The Customer shall appoint a contact person to supply iii with all necessary information and who shall take decisions or obtain decisions from others within due delay.

6. Schedule

6.1 Any (delivery) time shall be agreed upon in writing in the Agreement for iii-services. iii will use its best effort to respect such time schedule which will not be binding upon iii.

6.2 If any delay would occur due to reasons that can be attributed to actions or any negligence of the Customer, especially lack of cooperation on the side of the Customer required in article 5, section 4, the delivery period shall be extended by the duration of the delay plus a reasonable start-up time.

6.3 If the services of iii would be delayed for an unreasonable long time, the Customer will be entitled, after having granted two periods of grace, to
terminate the Agreement for iii-services in part or in full. Dunning notices and periods of grace must be in writing. Periods of grace must be at least ten working days.

7. Authority

7.1 Job planning shall be carried out by iii.

7.2 Even if employees of iii provide services at the Customer's premises, iii shall have the sole authority to instruct its own employees. The employees of iii shall not be included in the Customer's staff.

7.3 iii is an independent contractor. This agreement shall not constitute any partnership and in no way is any contract of agency or employment intended. Parties agree to act in own name and for own account and acknowledge to have no authority whatsoever to represent or act on behalf of the other party.

8. Copyright

8.1 Copyright and all other intellectual property rights and other rights to the iii documentation, as well as the concepts, methods and working results, shall remain with iii, even if they are the result of the cooperation or the information provided by the Customer.

8.2 The Customer undertakes to respect such rights of iii, in particular its copyright. The Customer shall have a royalty free, non-exclusive and nontransferable right to use contracted concepts, methods and working results developed by iii, provided that the Customer shall only use the same for its internal needs and not for commercial marketing.

9. Confidentiality

9.1 Each party undertakes to treat all confidential information disclosed during the term of each Agreement for iii-services, including all trade secrets and know-how of the other party as confidential. Parties will not divulge such confidential information in a direct or indirect way nor grant unauthorized third parties access thereto.

9.2 The Customer undertakes to inform its employees who have access to such confidential information of the copyright and all other property rights of iii and of their duty to observe the confidentiality thereof. The Customer shall take all necessary measures in order to ensure that said persons comply with this confidentiality obligation.
9.3 iii shall require its employees to treat personal data kept by the Customer confidential.

10. Warranty

10.1 iii warrants that it will use its best efforts to render the services agreed in accordance with the best practices & industry quality rules valid in the business consultancy sector.

10.2 The parties are fully aware that, in view of the state of the art of the science, it remains possible that an error would appear in any iii-service inspite of all care taken to develop, write and test such concepts.

10.3 The Customer accepts and acknowledges that iii does not warrant any result nor any fitness for particular purposes desired by the Customer.

10.4 The Customer shall report to iii immediately any errors. This reporting shall be in writing and shall contain all information in order to allow iii to retrace how and when the error occurred and to correct the error if possible. The warranty shall not apply if the error has not been reported by the Customer according to the provisions of this paragraph.

10.4 iii will use its best efforts to correct any defect and error duly reported by the Customer in accordance with paragraph 10.4. iii is entitled to use several attempts to correct the error. The warranty of iii will only be valid during a period of 90 days commencing at the date of the acceptance of the goods or services as stated in article 3 and upon the condition that iii can detect the error.

10.5 The warranty of iii is not applicable if reported restrictions on use or errors are due to improper use, are due to any action or any negligence of the Customer, or to any improperness or default of the system environment, unless the Customer can prove that the above did not contribute to the error's occurrence. The warranty will not apply when the error is due to the fact that iii followed the instructions of the Customer. If iii would render a service in spite of the fact that iii is not obliged to do so under the warranty, iii is entitled to invoice these services according to the iii Performance Catalogue in effect at the time of the services. The Customer shall assist iii to the extent required when iii corrects errors.

10.6 If iii fails to correct errors, covered by the warranty, after several attempts thereto, the Customer is entitled to reduce the remuneration or to rescind the Agreement for iii-services with full or partial refund of the remuneration upon duly notice. All other warranty rights are excluded. iii shall not be liable for any costs (to be) paid to third parties to correct the error or for any other damages and costs incurred by the Customer in respect of this warranty.

11. Liability

11.1 iii shall indemnify the Customer for all damages directly caused to the Customer in the event of willful misconduct, gross negligence or the complete lack of warranted characteristics. In all other cases, the liability of whatever nature of iii will be limited to the amount of remuneration agreed for each Agreement for iii-services, but will never exceed 50.000,00 euro for each Agreement for iii-services.

11.2 The limitation of the liability stated above shall not be applicable in the event of death and personal injury covered by the German product liability act.

11.3 iii shall not be liable for any damages caused by an error or the negligence of the Customer or a third party commissioned by the Customer or if the Customer or said third party did not comply with the guidelines of product liability act or the contractual obligations imposed by iii. iii will neither be liable for any indirect damages such as any financial commercial loss, any profit loss, any increase of expenses and other general costs, any loss of clientele or savings, any postponement or disruptions of the project planning or the enterprise activity and any loss of data or software whatsoever and shall not be liable for any action by third parties, except as provided for in article 12.

11.4 The Customer will indemnify and hold iii harmless from any and all claims based on infringement of third party rights and for all costs and damages imposed on iii and resulting from the fact that iii has followed the Customer's guidelines, concept specifications or instructions.

12. Third party rights

12.1 iii warrants that, to the best of its knowledge and belief, that its services and uses in any concept performed under this agreement does not infringe upon any patent or copyright of any third party.

12.2 In the event that the use of the the iii-services performed would be subject to an action based on the infringement of intellectual property rights, iii shall assume, at its own expense, the defense against such third party claims of infringement both in court and out of court upon the condition that the Customer has informed iii in writing immediately of such claim. iii shall indemnify the Customer for any damages incurred upon the condition that the Customer has provided to iii full information and full assistance for the defense of such claims and to the extent that such claims have not been caused by the own conduct of the Customer.

12.3 The Customer shall be entitled to terminate the Agreement for iii-services if iii would be unable to provide the Customer with a license which is not contested by a third party after iii has been able to use all legal arguments and remedies to defend such claim.

13. Duration and termination

13.1 This General Terms & Conditions for iii-services shall come into effect when signed by both parties and shall be concluded for an indefinite duration. Each party has the right to terminate this General Terms & Conditions for iii-services with a prior written notice of three months. In case parties concluded an Agreement for iii-services for a duration which has not lapsed yet at the time of the termination of the General Terms & Conditions for iii-services, parties agree that the termination of the General Terms & Conditions for iii-services will only take effect at the end of the duration and termination of the services specified in the Agreement for iii-services.

13.2 Each party is entitled to terminate the Agreement for iii-services and the General Terms & Conditions for Consultancy Services immediately and without intervention of the court in case of non-respect of the confidentiality and copyright provisions by the other party and upon any other default of the other party, provided such default was not cured after notification thereof in writing and in case of bankruptcy, dissolution, liquidation or any similar procedure affecting the other party. In case the Customer would terminate an Agreement for iii-services without good cause, iii shall retain its full claim to the remuneration that is agreed for the whole project reduced by any costs that iii would save, such indemnification being minimum 60 % of the total remuneration agreed for the services.

13.3 Each notice of termination must be in writing. Termination will not affect the obligations of article 8 and 9.

14. Final provisions

14.1 This General Terms & Conditions for iii-services and the Agreements for iii-services concluded in the framework hereof constitute the entire and only agreement and understanding between parties with respect to the iii-service arrangement between parties. Amendments and additions to this framework must be in writing and signed by both parties. There are no oral side agreements.

14.2 In case of any contradiction between the iii Performance Catalogue and the terms of this General Terms & Conditions for iii-services/ Agreement for iii-services, the terms of the General Terms & Conditions for iii-services/ Agreement for iii-services will prevail. The terms of the Agreements for iii-services will further prevail over the terms of the General Terms & Conditions for iii-services.

14.3 If one or more parts of this agreement would be invalid or void, this shall not effect the validity of the remaining provisions. Parties undertake to replace the invalid or void part with provisions that have the same commercial effect and are legally valid.

14.4 This General Terms & Conditions for iii-services and the Agreements for iii-services are governed by German law.

14.5 The Courts of Munich will have exclusive jurisdiction.