General terms and conditions
General terms and conditions of Transformation Management AG / Transformation Management GmbH München/Wien
1. Scope of services
The scope of services is based on the written contract. Agreements and confirmations via fax or e-mail are also classified as contracts. If there is no written contract the verbally concluded clauses apply.
Changes to already agreed scope of services require a written agreement between the client and Transformation Management AG St. Gallen (TMAG) and Transformation Management GmbH in Munich and Transformationn Management GmbH Vienna (all hereinafter TMAG).
A claim by the client against a TMAG staff member only exists if previously agreed in writing.
The following applies specifically for trainings and seminars: Bookings may take place either in writing, by e-mail or by fax. The buyer must prove inaccuracies in the booking contents within three days of receipt of booking confirmation.
The following applies specifically for trainings and seminars: The applicant explicitly assures that the application is for participation in their own name, and with power of attorney on behalf of registered participants. The purchaser assumes all obligations towards TMAG, regardless of whether he issued the order by himself or on behalf of a third party.
2. Services provided
TMAG is not responsible for delays in service provision, which are not exclusively caused by TMAG. TMAG is, in particular, not responsible for delays in service provision caused by events occurred by the customer and requirements beyond the control of TMAG (e.g. delays in the acquirement of appropriate facilities, important agreements with third parties, use of personnel or decisions made by the Board, which affect agreements with TMAG).
TMAG informs the customer as soon as conditions or delays are evident which could impair the specified completion of the order.
In case of cancellation of agreed services, or appointments by the contracting authority 50% of the agreed fee is demanded for cancellations up to 6 weeks before implementation of a project. In case of cancellation up to 3 weeks prior to implementation 75% of the fee agreed is required, then 95% of the
agreed fee thereafter.
Costs will be incurred when cancellation of an on-going contract by the customer occurs. Costs will be charged up to the point of the cancellation of the contract.
TMAG reserves the right for additional charges to be made for special expenses in connection with the specified contract or for its preparation.
The written proposal by TMAG is the basis of all fees.
Unless otherwise agreed:
- Travel and office expenses will be calculated as effectively incurred.
- Prices quoted are in Euros or Swiss Francs and exclude Value Added Tax (VAT).
- TMAG / TM GmbH will submit adequate documentation for consultancy effort and all such costs that have been incurred on a monthly basis.
- Invoices for services performed will be quoted on a monthly basis subsequently on effort.
5. Expenses / other costs
Unless otherwise agreed:
- Travel expenses will be calculated with € 0.85 resp. CHF 1.20 per km; train ticket 1. Class; flight ticket business class.
- Office expenses will be calculated subsequently on effort with € 110- resp. CHF 130-.
6. Terms of payment
All payments have to be made to a bank account determined by TMAG / TM GmbH and within fourteen (14) days.
Invoices are due and payable by customer immediately after invoice is received without deductions.
All information received in the course of a business relationship will be kept strictly confidential by the TMAG.
TMAG requires its employees and its subcontractors to abide by the appropriate confidentiality obligations.
The client commits that all information obtained in connection with a contract from TMAG will not be used or passed on to third parties without written permission. The representatives and employees of the client are obliged to appropriate non-disclosure and prohibited from external usage of information.
The direct and indirect transfer of contract documents (e.g. seminar materials, techniques, systems, and the like) to third parties without written approval from TMAG is prohibited. The contractor shall be liable for any damages incurred by TMAG.
In particular, it should be noted that the detailed offerings by TMAG are also subject to confidentiality and should never, in any way, be disclosed (especially to other consulting firms). The customer shall be liable for any damages incurred by TMAG.
As part of the performance of the TMAG, international copyright laws protect expertise. With the contract agreement or the payment of the corresponding procurement invoices the customer receives the right to use the services provided under the contract expertise (e.g. in the form of checklists, forms, expert opinions and the like) for internal use only. The copyrights to third parties are not affected. The passing of the services provided in connection with the contractual know-how, for example documents, to third parties in particular more specialised consulting firms is excluded with the exception of prior written agreement. Third parties with written consent from TMAG are obliged to use TMAG know how for internal use only.
For consultancy mistakes, TMAG is liable only for unlawful intent or gross negligence.
10. Early termination
A party may terminate the service agreement for important reasons which this party may not be directly responsible for.
A reason is important which makes the continuation of the contract for the terminating party unacceptable.
11. Legal venue
National Swiss law applies for Transformation Management AG, St. Gallen. National German law applies for Transformation Management GmbH. National Austrian law applies for Transformation Management GmbH Vienna.
Therefore the general place of jurisdiction is for TMAG – St. Gallen, for TM GmbH - Munich/Vienna. However TMAG / TM GmbH has the right to take legal proceedings against the location of the customer’s business headquarters.