General Terms and Conditions (GTC) of Transformation Management AG / GmbH

1 Scope of application and conclusion of contract These GTC apply to all consulting, training and other services provided by Transformation Management AG St. Gallen, Transformation Management GmbH Munich and Transformation Management GmbH Vienna (hereinafter uniformly referred to as "TMAG"). Depending on the order, the contractual partners are Transformation Management AG St. Gallen (CH), Transformation Management GmbH Munich (DE) or Transformation Management GmbH Vienna (AT).

The GTC shall become part of the contractual relationship when the order is placed. Deviating terms and conditions of the client shall only apply if they have been expressly recognized in writing by TMAG.

2 Scope of services The scope of services is set out in the offer or order confirmed in writing. Agreements sent by e-mail or fax are also deemed to be in writing. Verbally agreed services shall only apply if they are subsequently confirmed in writing.

Changes to the scope of services require the written consent of both parties. A claim to the deployment of specific TMAG employees shall only exist if expressly agreed in writing.

The following applies to training courses and seminars: bookings can be made in writing, by e-mail or by fax. The applicant expressly affirms that he is registering for participation in his own name and in the name and with the authorization of the registered participants. The client assumes all obligations towards TMAG, irrespective of whether he places the order for himself or for third parties.

3. provision of services TMAG is not responsible for delays in the provision of services that are not exclusively caused by TMAG. In particular, TMAG shall not be responsible for delays caused by events and conditions beyond TMAG's control occurring at the customer's premises (e.g. delays in the procurement of facilities, important agreements with third parties, deployment of personnel or management decisions affecting recommendations or agreements with TMAG).

TMAG shall inform the customer immediately as soon as any conditions or delays become apparent that could affect the planned execution of the order.

4 Cancellation and cancellation of appointments If services or appointments that have already been agreed are canceled by the client, the following shall be charged in the event of cancellation

• Up to 8 weeks before the appointment: 50% of the agreed fee
• Up to 4 weeks before the appointment: 75% of the agreed fee
• Less than 4 weeks before the appointment: 90% of the agreed fee

If ongoing orders are canceled, services rendered up to that point will be invoiced at actual cost. Additional costs (e.g. preparatory services, travel expenses) may be charged separately.

5 Prices and invoicing TMAG's written offer forms the basis for all prices. Unless otherwise agreed, travel costs and office expenses will be charged additionally according to the actual expenses incurred. On request, the client will receive a monthly overview of the consulting activities and expenses incurred. Unless otherwise agreed, all invoices shall be issued net in EURO or CHF, plus statutory VAT. Unless otherwise agreed, the services rendered shall be invoiced monthly in arrears on a time and material basis.

6 Ancillary costs / expenses

Unless otherwise agreed, travel expenses shall be charged at € 0.85 or CHF 1.20 per km or 1st class rail ticket or business class air ticket.
Office expenses shall be invoiced on an hourly basis, unless otherwise agreed at a rate of € 100 or CHF 130.

7 Terms of payment Invoices are due for payment within 14 days without deduction. Receipt of payment in TMAG's account is decisive for timeliness.

8 Confidentiality

On the part of TMAG 

TMAG shall treat all information received in the course of a business relationship as strictly confidential. TMAG shall oblige its employees and, where applicable, its subcontractors to comply with the confidentiality obligations accordingly.

On the part of the client

The client undertakes not to use any information received from TMAG in connection with an order for any internal purpose other than that formulated in the order or for the benefit of third parties without written permission. The client's authorized representatives and employees must be bound in writing by the client to maintain confidentiality and prohibit external use. The direct and indirect disclosure of documents relating to the order (e.g. seminar documents, techniques, systems and the like) to third parties without the written consent of TMAG is prohibited. The contractor shall be fully liable for any damage incurred by TMAG. In particular, it should be noted that TMAG's detailed offers are also subject to this confidentiality and may under no circumstances be passed on to third parties (in particular to other consulting companies) in any form whatsoever. The client shall be fully liable for any damage incurred by TMAG as a result.

9. copyrights / copyright Know-how provided by TMAG as part of the provision of services is protected by international copyright. With the order agreement or payment of the corresponding order invoices, the customer receives the right to use the know-how provided within the scope of the order (e.g. in the form of checklists, forms, expert opinions and the like) for internal use. Copyrights vis-à-vis third parties are not affected by this. The passing on of the know-how, documents etc. provided in connection with the order to third parties, in particular other consulting companies, is excluded without prior written agreement. The third party informed with the written consent of TMAG must also be obliged in writing by the client for the benefit of TMAG to use the know-how only within the company.

10 Liability TMAG shall only be liable for damage caused intentionally or through gross negligence. Liability for consequential damage is excluded.

11. data protection TMAG processes personal data in accordance with the applicable data protection laws (in particular the GDPR). Further information can be found in the privacy policy on the TMAG website.

12. premature termination of the contract For good cause, the contract may be terminated prematurely by the contractual partner who is not responsible for the good cause. An important reason is one that makes it unreasonable for the terminating party to continue the contractual relationship.

13 Place of jurisdiction and applicable law The law of the company that is the contractual partner shall apply:

• CH law at TM AG St. Gallen (place of jurisdiction: St. Gallen)
• DE law at TM GmbH Munich (place of jurisdiction: Munich)
• AT law at TM GmbH Vienna (place of jurisdiction: Vienna)

TMAG shall also be entitled to take legal action against the client at its registered office.