General Terms and Conditions – rantronik GmbH

1. Scope of validity

Service agreements with rantronik GmbH in the field of business consulting are solely governed by the following General Terms and Conditions.

The Client accepts these GTCs when they commission rantronik GmbH.

In the event of conflicting or supplementary agreements ‒ and particularly conflicting general terms and conditions ‒ the express written consent of rantronik GmbH is required. All orders and any specific assurances must be confirmed in writing by rantronik GmbH to be valid. This requirement for the written form may only be waived by means of a written agreement.

rantronik GmbH does not provide consulting services with regard to tax or legal matters.

2. Project and service specifications

The Contracting Parties shall define the service specifications within the Service Agreement.

The service specifications set out the type, scope and specifications of the services to be provided by rantronik GmbH, as well as information about the type and scope of provision by the Client.

3. Subject matter and performance of the Agreement

The services provided by rantronik GmbH are intended to support the Client in matters relating to human resources and procurement management, optimising production workflows, commissioning systems and managing the Client's entire business or parts thereof. Opinions and recommendations prepare the ground for the Client to make business decisions. The Client bears the responsibility for the implementation of the consulting service in its entirety and for the results and consequences thereof. Management tasks may be transferred to rantronik GmbH on an interim basis.

As part of the Service Agreement, rantronik GmbH determines and bears responsibility for the manner in which it provides its services. The Client only has the right to issue instructions to rantronik GmbH and its employees, subcontractors and vicarious agents to the extent contractually stipulated. Nevertheless, rantronik GmbH shall endeavour to take the wishes of the Client into account.

rantronik GmbH is entitled to arrange for individual services to be provided by third parties. In this instance, rantronik GmbH shall ensure that all of rantronik GmbH's obligations vis-à-vis the Client that concern the part to be fulfilled by the third party are included in the agreement concluded by rantronik GmbH with the third party in question.

Services under a work contract are not owed unless the Contracting Parties expressly agree provisions to the contrary.

4. Due dates and deadlines

Due dates and deadlines are binding when they have been designated as binding by the Client and rantronik GmbH in writing on a case-by-case basis, otherwise all due dates and deadlines are non-binding.

Where failure to comply with a due date or deadline is attributable to an unforeseeable event beyond the control of rantronik GmbH, the due date or deadline in question will be extended by an appropriate period. In the event of a delay on the part of rantronik GmbH, the Client has the right, after a reasonable grace period notified to rantronik GmbH in writing elapses without success, to terminate the respective agreement without notice. Partial services provided under the respective agreement by rantronik GmbH prior to termination of this Agreement must be remunerated by the Client in full.

5. Contacts for the Contracting Parties

The Contracting Parties shall nominate their respective contacts and deputies for questions relating to the collaboration in the Service Agreement.

6. Client cooperation

The Client shall ensure that, whenever necessary, they or their vicarious agents cooperate in good time, to the required extent and without charge to rantronik GmbH. This includes the provision of all necessary information, (converted) data, required hardware and software and access to business premises. The Client shall inform rantronik GmbH about all circumstances that arise in the course of the obligation to provide the service and that could impact upon the provision of the service.

The Client shall provide all assistance necessary to employees of rantronik GmbH in their work both on and away from the Client's premises.

The Client's obligations with regard to cooperation and provision are essential obligations for the Client.

rantronik GmbH is not obliged to check the information provided to them for completeness or accuracy. At rantronik GmbH's request, the Client must confirm in writing the accuracy and completeness of the documents they have submitted, as well as details and oral statements they have provided.

After provision of the services, rantronik GmbH is entitled to destroy documents they have received from the Client.

Additional duties and obligations on the part of the Client are governed by the respective Service Agreement.

In the event that the Client violates their obligation to cooperate, any delivery deadlines to be met by rantronik GmbH will be extended by the duration of the delay caused by the violation in question. In addition, rantronik shall be freed from their service obligation in the event that originally earmarked resources are no longer available as a consequence of this violation of the obligation to cooperate and/or resultant delays. rantronik GmbH must be compensated for additional expenditure incurred as a result of a violation of the obligation to cooperate.

7. Prices and terms and conditions of payment

The statutory value-added tax and any other statutory taxes are charged in addition at the rates applicable at the time of invoicing.

Invoices are due and payable in full within 14 days of receipt of the respective invoice.

rantronik GmbH is entitled, from the due date in the case of commercial business transactions and otherwise in the event that the Client delays payment, to bill the Client interest at 9% above the base rate set by the German Bundesbank at the time.

8. Right of use

The Client receives a non-exclusive, non-transferrable right of use to the contractual services provided by rantronik GmbH. The Client is permitted to use the results of all services provided by rantronik GmbH under the Service Agreement exclusively for internal business purposes and shall neither disclose these to third parties nor publish them without the prior written consent of rantronik GmbH. rantronik GmbH retains all rights of use beyond those specified here.

9. Service provision and interruption to performance

rantronik GmbH shall provide the services they are obliged to provide, to the extent agreed in the Service Agreement and within the period agreed with the Client, in accordance with the standards of proper professional practice.

If the services are not provided in accordance with the Agreement or are provided incorrectly and rantronik GmbH is responsible for this, rantronik GmbH undertakes to provide the services in accordance with the Agreement, within a reasonable period and at no additional cost to the Client. This requires a preceding written complaint on the part of the Client, made without delay and at the latest within two weeks of the breach of obligation being identified, describing the breach of obligation in detail.

Should essential aspects of the service fail to be provided in accordance with the Agreement within a reasonable grace period set by the Client, and should rantronik GmbH be responsible for this failure, the Client is entitled to terminate the Agreement without notice. In this case, rantronik GmbH is entitled to remuneration for services provided on the basis of the Agreement prior to the effective date of termination.

Insofar as the subject of the Agreement between the Client and rantronik GmbH relates to the production of works, the statutory provisions apply.

10. Liability

rantronik GmbH is liable without limit for deliberate and grossly negligent breaches of obligations.

In the event of slight negligence, rantronik GmbH is solely liable to the extent that essential contractual obligations (material contractual obligations) are breached, except in the event of loss of life, physical injury or damage to health. This liability is limited to foreseeable damages typical for this type of agreement.

Any claims for compensation on the part of the Client due to delayed deliveries or services are limited to 0.5% for each full week of delay, up to a maximum of 5% of the value of the contract affected by the delay. This will settle all claims to compensation due to delay or impossibility of performance.

Liability for third-party financial losses is excluded.

In the event of damages to be borne by rantronik GmbH, the Client undertakes, without delay, to notify rantronik GmbH in writing of such damages or allow rantronik GmbH to document them.

To the extent that claims to compensation can be brought against rantronik GmbH or its employees, subcontractors or vicarious agents, these claims will expire within one year of the time at which the contractual service would have been provided.

These provisions also apply insofar as the subject of the Agreement between the Client and rantronik GmbH relates to the production of works.

11. Confidentiality

The Contracting Parties mutually undertake to treat as confidential, and to neither exploit, use nor make available to third parties without the prior written consent of the affected Party, for the term of the Agreement and after the termination of the Agreement, all information and knowledge made available by the other Party under the Service Agreement that they obtain during the collaboration that relates to the affairs ‒ for example, of a technical, commercial or organisational nature ‒ of the other Party. The use of this information is restricted to use for the performance of this Agreement alone.

This duty of confidentiality does not apply to information demonstrably obtained from third parties, that was generally available at the time the Agreement was concluded or that subsequently became generally available without these obligations being violated.

The Contracting Parties shall require their employees, subcontractors and vicarious agents to observe this duty of confidentiality accordingly.

Personal data is handled in accordance with the GDPR.

12. Fiduciary duty

The parties shall commit to mutual loyalty. During the performance of the Agreement and for twelve months thereafter, the Client shall refrain from recruiting employees of rantronik GmbH or otherwise employing them in their business or in a dependent company.

13. Terminating the Agreement and notice of termination

Any notice of termination must be given in writing.

14. Other provisions

Deviating or supplementary provisions, subsidiary agreements, changes to these terms and changes to the service specifications are only valid if they are agreed in writing.

In the event that individual parts of agreements concluded in accordance with these General Terms and Conditions lose their legal force, the remaining provisions will remain binding. The Parties undertake to replace any invalid provisions with valid provisions that approximate the original intended purpose as closely as possible. The same applies in the case of contractual loopholes.

The Client may solely transfer the rights and obligations resulting from the Agreement with the prior written consent of rantronik GmbH.

The Client may only offset the claims of rantronik GmbH or assert a right of retention if the counter-claim of the Client is uncontested or legally binding.

The place of performance for the agreed services must be indicated in the Service Agreement.

Insofar as the Client is a merchant, the legal venue for all disputes arising from or in connection with the Agreement is the respective registered office of rantronik GmbH.