1. DEFINITIONS, SCOPE OF APPLICATION
1.1 Essence in Process / Dirk Appel, Danklstraße 12, 81371 München, Fon: +49 89 54456644, UStID-Nr.DE279196777.
1.2 Our offers and services are exclusively subject to these general terms and conditions (“terms”).
1.3 For all rights and obligations as well as for all questions of doubt and interpretation, exclusively the german version is deemed to be binding.
1.4 Our terms shall apply exclusively to all recent and future business relations between Essence in Process and our customers. Particular clauses that do not apply to consumers are stated as such.
1.5 Differing or supplementary terms, also to the extent included in the general terms and conditions of our customers, shall not apply even if we do not reject them explicitly. Deviating terms shall not apply unless expressly approved by Essence in Process in writing or via email.
2. CONCLUSION OF THE CONTRACT
2.1 Our offers, in particular the information in our brochures, flyers and our Internet portal are not binding.
2.2 Cost estimates or expenditure estimations contained in our offers or pre-contractual correspondence are not binding until this is confirmed expressly in writing.
2.3 A contract is concluded if it is confirmed by Essence in Process in writing or if our customer accepts our services without opposition. We have the right to accept or reject an order from our customer within a period of two weeks after reception.
2.4 We will immediately confirm the reception of all orders placed by electronic means. This confirmation does not represent the acceptance of the order but it may be in accordance with it.
2.5 We accept all orders under the reservation of our own performance . The reservation is void if we are not responsible for the lack of performance . We will inform our customers immediately about any unavailability of our services. We will then refund immediately any payment we have already received
2.6 Registrations must be placed by letter, fax or E-Mail. After receipt of your registration you will receive a written confirmation with further information about the venue (if possible a Web link to the venue with a road map). With the confirmation you will also receive our invoice. Unless otherwise agreed, the contract and any reservation become valid only upon receipt of the pre-payment at a value of approx.. 30% of the invoiced amount on the account: Essence in Process Dirk Appel, account No. 10121 09 63, Munich Bank e.G., BLZ 701,900 00, IBAN DE30 7019 0000 0101 2109 63 BIC: GENODEF1M02. The remainder is due 30 days before the beginning of the seminar.
2.7 These terms, in particular the limitation of liability clause as per Art. 8 apply also to all pre-contractual obligations.
3.SCOPE OF CONTRACT
3.1 We provide our services according to the contract for services law (“Dienstvertragsrecht”), § 611 BGB.
3.2 At the time of fulfilment of our obligations we consider the currently accepted understandings of science. We are not obliged to observe developments in science that become known after fulfilment of our obligations. The examination and/or evaluation of our results requires a separate contract.
3.3 We may consider information etc. given by our customer in the context of our business as correct, as far as their evaluation is not expressly a component of the contract.
3.4 As far as our services are provided on the business premises or in the working area of the customer, employeessent by Essence in Process will not be integrated into the customer’s company. Beyond the l requirements regarding the setting of tasks and conformance to the company’s premises policy (“Hausrecht”) the customer has no authority over our employee.
4.PRICES AND PAYMENT CONDITIONS
4.1 Unless otherwise agreed, all invoices are due for payment immediately without delay after receipt. In the event that the customer is in default of payment, we shall be entitled to charge default interest of 5% above the basic interest rate unless the customer demonstrates a lower level of damage. Any further legal consequences from a default remain unaffected.
4.2 The remuneration can be agreed upon based on fixed prices or on a time and materials basis according to our current price list. Unless otherwise agreed, all payments are due upon completion of our services, definable part of services or the end of a calendar month.
4.3 If the contract or other contractual materials contain only estimated prices, they will be based on an evaluation according to our best efforts but will be not binding.
4.4 Our customer is only entitled to offset or retain any amount if the counter- claims made by him are undisputed or determined by a court. The customer shall only be entitled to offset or retain any due amount if his counter-claims have been finally and conclusively established or if we have acknowledged said claims in writing.
5. OPEN TRAINING COURSES
5.1. Open training courses, seminars and trainings that are announced in our seminar calendar or advertised are bookable for everyone. In order to retain our high standards the number of participants is limited to 20 persons. Registrations are considered in the order that they are received. .
5.2. All meetings which take place on the premises of Essence in Process in Munich, are accompanied by work and exercise materials as well as beverages and pastries in the morning and afternoon breaks. Lunch and dinner meals are not included. Fees for meetings which take place in hotels and seminar houses, do not include costs for food, beverages and overnight accommodation. These costs are to be settled by the customer directly with the hotel.
5.3. Unless otherwise agreed, the customer does not have a right to a certain coach or a certain operational sequence of the training. However, Essence in Process uses only qualified personnel and respects the interests of the participants while determining the contents and/or the sequencing during the seminar.
5.4. Essence in Process shall reserve the right to change, after the fact, the content and form of the seminar as well as the trainer while respecting the fair interests of the participants and the general subject of the seminar, so long these changes and adjustments are are of equal value and there is an important reason for the change. In such cases, the participant does not have any claims against these changes and adjustments.
5.5. Essence in Process is entitled to cancel the seminar if there is good reason – in particular, illness of the coach or not enough participants – against full refunding of fees already paid. In case of cancellation of the seminar due to illness of the coach, higher forces or other unforseeable events, Essence in Process is not obliged to hold the seminar. In this case, Essence in Process is only obligated to refund seminar fees already paid.
5.6. Payments shall be made to Essence in Process free of transaction costs. This applies in particular to payments from foreign countries.
5.7. The booking is only valid and the place allocated if the deposit of 30% of the total invoice that you receive immediately after your registration is paid. The remaining amount is due 30 days prior to the program. There will be no refund in the case of an early termination of the training by the participant.
In case of cancellation four weeks prior to the program we charge an administration fee of gross Euro 178,50. If the booked course is cancelled later than the four weeks we charge the total amount invoiced. Cancellation is only valid in written form.
5.8. Essence in Process is entitled to fulfill contractual duties itself or to pass them on to third parties.
5.9. Essence in Process employs only qualified employees and freelance employees. The employee shall be replaced by Essence in Process, within an appropriate period, if the customer can prove, with concrete facts, a lack of performance and/or lack of qualifications on the part of the trainer.
6. COMPANY SEMINARS (NOT VALID FOR CONSUMERS)
6.1. Company seminars are the seminars developed uniquely for a company customer and are usually held on the customer’s premises or at an otherwise agreed place.
6.2. General pre-contractual discussions will not be billed. On-going consulting discussions, the preparation and development of concepts and their presentation will be billed according to our current list prices as previously mentioned.
6.3. Unless otherwise agreed, in our written confirmation, our current list prices shall apply. The value added tax will be added to all quotations.
6.4. Unless otherwise agreed, travel costs, expenses, and travel time will be billed separately according to our current list prices.
6.5. If Essence in Process does not receive a follow up order after the presentation of concepts, the customer will return all materials. Essence in Process reserves all rights on these materials.
6.6. If a fixed price is agreed upon, the customer can make suggestions for changes during the seminars without invoking an extension of services. We will consider these suggestions at our fair discretion („billiges Ermessen § 315 BGB) in the context of our performance.
6.7. If the customer wishes an extension of the services, Essence in Process will immediately submit an additional offer in the context of its performance. If the customer does not accept this offer, the services will be continued as originally agreed upon.
6.8. If the customer asks for additional services before the parties have agreed to a separate remuneration, the due fee will follow the same principles as the calculation of the original fixed price. If a calculation is impossible, the usual remuneration will be owed.
6.9. Protocols submitted by Essence in Process are binding unless the customer objects immediately upon receipt
7. DUTIES OF OUR CUSTOMER
7.1. The customer shall make available the necessary conditions for work (e.g. the heated premises, chairs, lighting, data terminals etc.) free of charge.
7.2. The customer shall inform Essence in Process at all times about any circumstances which might be recognizably important for Essence in Process in the context of our services.
7.3. The customer shall designate an employee , who will be the contact person for Essence in Process during the time of our services and will be entitled to make decisions and/or to ensure that such decisions will be made immediately.
8.1 Essence in Process shall be liable without limitation to pay compensation for damages caused to body, life or health, for wilful or grossly negligent damage caused by Essence in Process or persons employed to perform its obligations, and, if Essence in Process has provided a guarantee concerning the particular quality of the goods, the ability to procure them or any other guarantee, for damages arising from the non-fulfilment of said guarantee, and in accordance with the provisions of the German Product Liability Act (Produkthaftungsgesetz) or any other mandatory statutory provisions on liability.
8.2 In the case of ordinary negligence causing the violation of essential duties arising from the contract, Essence in Process shall be liable up to a maximum of the amount foreseeable for this kind of contract, which shall as a rule not exceed the purchase price of the agreed services.
8.3 Essence in Process shall accept no further liability.
8.4 The aforementioned provisions shall apply to all claims for compensation, for whatever legal cause, particularly to liability for torts.
8.5. As far as we give any information or advice, within the framework of our operating business, free of charge, any liability is excluded with the exception of intent.
9. PROPERTY RIGHTS
9.1. All concepts, work-related information and other media (material), which are provided by Essence in Process as well as the copyright on these materials remain the property of Essence in Process. The customer is entitled to use the material only during the seminars. Essence in Process is not obliged to publish or save copies of its records. The customer may purchase the records of the seminar for a special fee.
9.2. The customer shall relieve Essence in Process of any liability resulting from claims filed by third parties and shall compensate Essence in Process for any damage and costs that we may suffer through third parties taking action against us on the grounds that we infringe the rights of said third parties by using material given by the customer.
9.3. If a third party should raise a legitimate claim because of violation of property rights towards the customer regarding goods or services of Essence in Process, we are liable towards the customer as follows: At our own option and to our own expense we will either effect the usage rights for the rejected goods or services or exchange the goods or prompt to amend the delivered goods to that effect that the property rights are not violated any more. If we are not able to perform such an amendment to appropriate conditions and within an appropriate time the customer is entitled to use the legal rights of withdrawal. Further claims of the customer, particularly reduction and/or compensation are excluded to the legally admissible amount. Insofar § 8 is additionally valid.
9.4. The further procedure in the above mentioned case is to be co-ordinated with Essence in Process, eventual disputes are to be left to Essence in Process on our demand. The customer has to support Essence in Process to his best effort in the context of the defense.
10. PROTECTION OF PERSONAL DATA
10.1. Essence in Process is authorised to process personal data about the customer and about third parties, which Essence in Process becomes aware of by reason of the business connection according to the regulations of the federal law concerning the protection of personal data (“Bundesdatenschutzgesetz”).
10.2. If our customer transmits personal data of his employees or of third parties to us, he is responsible for any necessary commitment by these employees or third parties.
11.1. Both parties are committed to confidentiality of all data and information becoming accessible in connection with the business contact and which are identifiable as personal data, business or company secrets.This obligation is also valid regarding individual participants, towards our customer, towards other participants and other employees of our customer.
11.2. Nevertheless, both parties may use ideas, concepts, know-how and techniques concerning human and organisational development.
12. DUTIES OF PARTICIPANTS
12.1. All persons participate in our seminars at his/her own risk. The participation supposes a normal psychological and physiological stress resistance. The participant is obliged to inform us before the beginning of the seminar about all known physical or psychological conditions, especially in cases of chronic systemic illnesses or addiction-related illnesses.
12.2. We reserve the right to exclude participants from the seminar who, despite a warning, repeatedly and significantly disturb the meeting or damage our reputation. Thus making further cooperation in trust not possible. In such cases, the customer shall pay all costs arising from a premature departure.
13. PLACE OF FULFILLMENT AND JURISDICTION
13.1. Unless otherwise agreed or given by the nature of the contract, place of fulfillment is for both parties the place of our commercial settlement.
13.2. If the customer is a merchant or a legal entity of public law or a separate estate under public law, the place of jurisdiction is Munich. If the customer’s legal domicile or usual place of residence is outside Germany, the place of jurisdiction for any claims arising from the order shall be Munich. We shall also be entitled to bring an action at the general place of jurisdiction.
14.1. All additional agreements , changes, additions and all other declarations affecting the validity of the contract ( e.g. termination, revocation) as well as any deviations from this clause are only valid in writing.
14.2. Orders and their confirmation as well as other notices and informations in the context of our contractual relationship may also be communicated by Email. The customer shall provide us with an appropriate email address. A message is regarded as received if it could be sent to the last known address address without notice of non-delivery.
15.1. Essence in Process is entitled to mention itself in all documents and advertising materials without being obliged to pay remuneration to the customer.
15.2. Any non-competition clause must be agreed to separately by both parties.
16. APPLICABLE LAW
16. The agreement shall be governed by German law, without recourse to the UN Convention on Contracts for the International Sale of Goods.