§ 1 Scope of Application
1. These General Terms and Conditions (hereinafter referred to as “GTC”) apply to all contracts between WCA Walldorf Consulting AG, Altrottstrasse 31, 69190 Walldorf (hereinafter referred to as “WCA”) and its clients (hereinafter referred to as “Client”). Any terms and conditions or purchasing conditions that differ from or contradict these GTC will not be recognized unless their validity has been expressly agreed to in writing.
2. WCA reserves the right to modify or supplement these GTC as required. The Client will be notified of such changes via email to the contact address provided by the Client. The amended GTC will be deemed accepted if the Client does not object in writing within four weeks after receipt of the email. These GTC also apply to any pre-contractual obligations between the parties.§
§ 2 Services Provided by WCA
1. The services to be provided by WCA will always be contractually agreed upon with the Client. WCA is only obliged to provide services and is not responsible for the creation of a work or the achievement of a specific result unless expressly agreed otherwise in writing.
2. WCA decides at its own discretion which consultants to assign to fulfill its contractual obligations. The consultants will not be integrated into the Client’s business, and the Client will not have any authority over them. WCA is entitled to use third-party experts as subcontractors to fulfill the contract.
3. Unless otherwise agreed, WCA may provide services either at the Client’s location, at WCA’s premises, or remotely.
4. During the provision of services, WCA may provide the Client with materials, concepts, or business ideas. All such materials are the intellectual property of WCA and must be returned to WCA or destroyed upon termination of the collaboration, as per WCA’s instructions. The transfer of intellectual property is only allowed with WCA’s written consent.
5. Documents provided by the Client to WCA for the purpose of performing the services will be returned to the Client upon termination of the collaboration. WCA is not required to retain such documents for more than three years after the termination of the contract or six months after a written request to the Client to retrieve them.
§ 3 Client’s Duty to Cooperate
1. The Client is obliged to support WCA to the best of its ability and at no cost, by providing all necessary information and documents required to execute the contract and ensuring all necessary conditions in their operations are met to enable proper performance of the contract.
2. During the contract term, the Client must provide WCA’s consultants with direct access to software and IT systems. The Client is responsible for ensuring the operation of the software and IT systems required for service delivery.
3. The Client will appoint a contact person for WCA, who is authorized to make decisions regarding the execution of the contract. In case of absence due to vacation or illness, a substitute must be designated.
4. Unless expressly instructed in writing by the Client, WCA’s consultants may assume that all data they come into contact with during service provision has been secured by the Client.
§ 4 Acceptance
1. If a contractual agreement is made between WCA and the Client for the acceptance of deliverables by the Client, the Client guarantees to carry out the acceptance within 10 business days after completion and notification by WCA.
2. If the deliverables are not contested within this 10 business day period, they are considered accepted.
3. WCA may request the Client to sign a written declaration of acceptance or an acceptance protocol.§ 5 Rechte an den Arbeitsergebnissen
§ 5 Rights to Deliverables
1. All copyrights and rights under supplementary competition law related to all documents created by WCA for the performance of services remain exclusively with WCA.
2. The Client is only permitted to use, duplicate, and publish the documents created by WCA for the agreed services for internal purposes and for the purposes agreed upon in the contract.
3. The transfer of WCA’s deliverables to third parties is only allowed with written consent from WCA.
§ 6 Use of Open Source Software
1. WCA may use open-source software in the course of providing services. The Client hereby expressly agrees to WCA’s use of open-source software.
2. WCA guarantees that the open-source software it uses will always be employed in compliance with the relevant licenses.
§ 7 Change Request Procedure (“CR”)
1. The Change Request Procedure refers to a formalized request for modification of the original contractual agreement.
2. In the course of the contractual relationship, both WCA and the Client may propose changes to the contractually agreed services.
3. If the Client proposes changes, WCA will inform the Client within 10 business days whether the requested changes are feasible and what impact they will have on the contractual relationship. If reviewing the change request involves significant effort, WCA may charge the Client separately for this effort.
4. If WCA proposes changes, the Client may notify WCA within 10 business days whether they agree to the proposed changes.
5. If the parties reach an agreement, which must be documented in text form, the old contractual provisions will be replaced by the new ones. Until an agreement is reached, the original contract provisions remain in effect.
§ 8 Compensation
1. Unless otherwise agreed, the standard contractual compensation and reimbursement of expenses in the usual amount shall be deemed agreed.
2. WCA is entitled to bill the Client monthly for the services performed after the commencement of the contractual relationship. The fee is due for payment 14 days after the invoice date.
3. If billing is based on time spent, WCA will provide the Client with a statement of activities along with the invoice.
4. The Client may only offset the compensation claim and the reimbursement of expenses with undisputed or legally established claims. The Client cannot assign their claims to third parties without regard to the legal provision of § 354a HGB.
5. All invoices and prices are exclusive of statutory VAT. Any further applicable taxes or duties (e.g., customs duties) shall be borne solely by the Client.
6. If the contractual relationship ends before it has been fully executed, WCA is entitled to a prorated share of the compensation corresponding to the services provided up to the termination of the contract.
§ 9 Contract Duration / Termination
1. The duration of the contract is bindingly agreed upon between the parties, and the right to ordinary termination is excluded.
2. Either party is entitled to terminate the contract for cause.
3. Upon termination of the contractual relationship, all documents and confidential information of the parties must be made available to the other party or destroyed upon request.
§ 10 Data Protection
We inform you about the use of your data in our privacy policy.
§ 11 Warranty
1. The warranty rights of the Client require that the Client has fulfilled their statutory duties of inspection and notification of defects.
2. Unless otherwise agreed, the contractual specifications are exclusively determined by the provisions agreed at the time of contract conclusion. Unless otherwise agreed, WCA expressly does not guarantee that the service or product will be suitable for a specific purpose.
3. If a defect attributable to WCA is found in the deliverables, WCA is entitled, at its discretion, to remedy the defect or provide a replacement. In the case of defect rectification, WCA is obliged to bear all costs necessary for the purpose of remedying the defect, particularly transport, travel, labor, and material costs. Any additional costs incurred by the Client must be borne by the Client. This also applies to increased costs due to subsequent performance at a location other than the Client’s business premises. Necessary assembly and travel costs resulting from unjustified defect claims must be borne by the Client, unless the absence of a defect was not apparent to the Client.
4. All warranty claims expire within one year. The limitation period begins with the delivery of the deliverables and their acceptance by the Client (cf. § 4 of these GTC).
§ 12 Liability
1. WCA is liable without limitation if the cause of damage is due to intent or gross negligence.
2. WCA is also liable for slight negligence in the breach of essential obligations, the violation of which endangers the achievement of the contract’s purpose, or for the breach of obligations whose fulfillment enables the proper execution of the contract in the first place and on which the Client regularly relies. In this case, however, WCA is only liable for foreseeable, contract-typical damage, up to a maximum amount of EUR 500,000 per contractual relationship. WCA is not liable for the slightly negligent breach of other obligations that are not covered in the above sentences.
3. The aforementioned limitations of liability do not apply in cases of injury to life, body, or health, for a defect after the assumption of a guarantee, or for fraudulently concealed defects.
4. If WCA’s liability is excluded or limited under Sections 12.1 to 12.3, this also applies to the personal liability of consultants, employees, representatives, and vicarious agents.
5. Neither party is liable for delays in performance or failure to perform due to events of force majeure. Force majeure includes, in particular, strikes, labor disputes, pandemics (e.g., COVID-19), epidemics, lockouts, blockades, fires, disruptions in energy and raw material supplies, states of emergency, and other governmental measures. Both parties are committed to minimizing the impact of force majeure events on the contractual relationship.
§ 13 Final Provisions
1. All claims arising from or in connection with this contractual relationship are governed exclusively by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
2. The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC or the respective contractual relationship between the parties is the registered office of WCA, provided the Client is a merchant, a legal entity under public law, or a special fund under public law. WCA is also entitled to bring legal action at the Client’s place of business.
3. If individual provisions of these GTC are or become invalid, this does not affect the validity of the remaining provisions. The parties are obliged to replace the invalid provision with a valid one that comes as close as possible to the economic purpose of the invalid provision.