GTC

General Terms and Conditions (GTC) of Lippmann International; hereinafter referred to as the Consultant:

§ 1 Scope of application

1. These General Terms and Conditions apply to all contracts with the Consultants, in particular for the following services:

Advice/Consulting
Coaching
Moderation
Training courses/workshops
Interim Management

2. the client's terms and conditions shall only apply if this has been expressly agreed in writing between the parties.

§ 2 Subject matter of the contract, scope of services

1.The subject of the order is the consulting activity agreed in the respective individual project contract.

2.The consultant carries out all work with the utmost care and observes the recognized rules of science and practice.

3.Data provided by the client and third parties shall not be checked for accuracy, but only for plausibility.

4.The Consultant's services shall be deemed to have been rendered when the project objective or partial project objective agreed in the individual project contract has been achieved. It is irrelevant whether and when any recommendations made by the consultant are implemented by the client.

5. If the consultant is to be obliged to prepare a detailed written report, this must be agreed separately in writing between the parties.

§ 3 Obligations of the client to cooperate

The Client shall be obliged to support the Consultant in full and, in particular, to create all the conditions necessary for the performance of the assignment and to provide the Consultant with all relevant documents in good time. At the Consultant's request, the Client shall confirm the accuracy and completeness of the documents provided to the Consultant in writing.

§ 4 Default of acceptance, failure to cooperate

If the Client is in default with the acceptance of the consulting services or fails to cooperate as required despite a reminder and the setting of a deadline, the Consultant shall be entitled to terminate the contract without notice. The exercise of this right of termination shall have no effect on the Consultant's claims for compensation for the damage caused by the delay or the failure to cooperate or the reimbursement of necessary additional expenses.

§ 5 Remuneration, terms of payment, offsetting

1. all claims are due 14 days after invoicing and are payable immediately without deductions. Since this is a case of § 286 para. 2, no. 2 BGB, the client is automatically in default if payment is not made on time, i.e. without a reminder. The statutory value added tax shall be added to all prices quoted and shall be shown separately on the invoice.

2. several clients (natural persons and/or legal entities) shall be jointly and severally liable. Offsetting against the Consultant's claims for remuneration and reimbursement of expenses is only permitted with undisputed or legally established claims.

§ 6 Absence and prevention

The client may cancel agreed events (training courses, workshops, moderation, coaching) in writing or by email at any time before the start of the event. In this case, however, cancellation fees of up to 100% of the agreed fee will be charged. The amount of the cancellation fee depends on how quickly the event was canceled by the client. The client is obliged to pay the following flat-rate cancellation fees:

a) if the appointment is canceled or changed up to four weeks before the appointment, no (cancellation) fee
b) if the appointment is canceled or changed up to two weeks before the appointment, 25% of the agreed fee
c) if the appointment is canceled up to one week before the appointment: 50% of the agreed fee

agreed fee
d) if the appointment is canceled in the week before the appointment up to 48 hours before the

appointment 75% of the agreed fee.
e) if the appointment is canceled within 48 hours before the appointment 100% of the agreed fee.

agreed fee

§ 7 Liability

1.The Consultant shall be liable to the Client, irrespective of the legal grounds, for damages caused intentionally or through gross negligence by the Consultant or its employees and/or vicarious agents.

2.The Consultant shall only be liable for slight negligence on the part of the Consultant, its employees and/or vicarious agents in the event of a breach of material contractual obligations and only for foreseeable damage typical of the contract and in the event of culpable causation of physical injury. Liability is otherwise excluded.

3.The Consultant's liability for damages arising from any incorrect advice shall be limited to the amount of the consulting fee, unless the Consultant is guilty of intent or gross negligence; if this is not legally possible, to a maximum amount of EUR 25,000 per individual case of damage.

4.If a significantly higher risk of damage is obviously foreseeable, the Consultant shall be obliged to offer the Client a higher liability sum, whereby it may adjust its remuneration accordingly.

5.Contractual claims for damages by the Client against the Consultant shall lapse twelve months after conclusion of the respective individual project contract. This provision shall not apply to statutory claims for damages in the event of injury to life, limb or health, whose limitation period is governed by the statutory provisions.

§ 8 Duty of loyalty

1.The parties undertake to be mutually loyal. They shall inform each other immediately of any circumstances that arise in the course of project execution and that could influence processing.

2.The parties undertake not to poach or employ any employees of the other party for a period of twelve months after the end of the cooperation. The term "to employ" also includes freelance or self-employed activities.

3.In the event of a breach of § 8 II, a contractual penalty pursuant to § 12 shall be triggered. In this respect, reference is made to this provision.

§ 9 Retention of documents

1.After completion of the order, the parties have the right to return the documents received to the other party or to destroy them. If the documents are originals, the consent of the other party must be obtained before they are destroyed.

2.A retention obligation, insofar as this is not stipulated by law, is not agreed.

§ 10 Duty of confidentiality, data protection

1.The Consultant undertakes to safeguard all business and trade secrets of the Client and to comply with the statutory data protection provisions. Disclosure to third parties not involved in the performance of the contract shall require the written consent of the Client. The Consultant shall oblige all persons employed by it to carry out the order to comply with these provisions accordingly.

2.The consultant is authorized to process the personal data entrusted to her or have it processed by third parties within the scope of the purpose of the order in compliance with data protection regulations.

§ 11 Protection of the Consultant's intellectual property

1.All reports, evaluations, drafts, calculations, drawings etc. produced by the Consultant are and shall remain the intellectual property of the Consultant and may only be used by the Client for the contractually agreed purposes and may only be handed over to third parties or made known to them or published with the express written consent of the Consultant.

2.Should the Client also wish to use the consulting services for affiliated companies, he shall require the prior written consent of the Consultant, which the Consultant may refuse without stating reasons. Insofar as work results are copyrightable, the Consultant shall remain the author. In such cases, the Client shall receive an irrevocable, exclusive and non-transferable right of use to the work results, limited by the aforementioned provisions and otherwise unlimited in terms of time and place.

3.In the event of a breach of § 11, 1. and/or 2. a contractual penalty pursuant to § 12 shall be triggered.

§ 12 Contractual penalty

1.In the event of a breach of § 8, 2, the infringing party undertakes to pay the compliant party a contractual penalty of € 50,000.

2.In the event of a breach of § 11, 1. and/or 2. the client undertakes to pay a contractual penalty of € 10,000 for each case of infringement.

3.The right to claim further damages remains reserved.

§ 13 Termination

Provisions on termination are agreed in the respective individual project contracts.

§ 14 Miscellaneous

1.The law of the Federal Republic of Germany shall apply exclusively to all rights arising from the contract.

2.All amendments and additions to these General Terms and Conditions of Contract must be made in writing and must be expressly identified as such.

3.If provisions of these GTC are or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provisions with valid ones without delay.

4.The place of jurisdiction is Frankfurt am Main.