AGB – Sperling-Consulting

General Terms and Conditions (GTC) of Sperling Consulting

1. Scope
1.1 These General Terms and Conditions (GTC) apply to all business relationships between Sperling Consulting, represented by Sascha Sperling, based in Ratzeburg (hereinafter referred to as “Sperling Consulting”), and its customers in the context of management consulting services, in particular in the areas of quality management (QM), process analysis and process optimization as well as regulatory affairs for medical devices and others.
1.2 Deviating, conflicting or supplementary General Terms and Conditions of the Customer shall not become part of the contract, unless Sperling Consulting expressly agrees to their validity in writing.

2. Conclusion of contract
2.1 All service offers of Sperling Consulting are subject to change and non-binding. The contract between Sperling Consulting and the Customer shall only be concluded by written confirmation of an offer of the Customer by Sperling Consulting, which is transmitted by the Customer by e-mail or other written means and is also returned by Sperling Consulting in writing.
2.2 A contract shall only come into existence when Sperling Consulting expressly confirms the order. These GTC shall also apply to future transactions, even if they are not expressly agreed again.

3. Prices and Terms of Payment
3.1. All prices are quoted in euros and net, unless otherwise agreed in writing. Due to the application of the small business regulation according to §19 UStG, no VAT is charged.
3.2 Payments are due immediately upon receipt of the invoice without deduction. In the case of more extensive projects, Sperling Consulting reserves the right to demand a down payment of 30-50% of the agreed price. Further installment payments can be staggered by agreement.
3.3. If the customer is in default of payment, Sperling Consulting is entitled to demand default interest at the statutory rate and to initiate dunning proceedings.
3.4 Discounts shall only be granted by special agreement. Cash discounts are not granted.

4. Services and obligations of the customer to cooperate
4.1 Sperling Consulting provides consulting services in the areas of management consulting, QM consulting, process analysis and optimization as well as regulatory affairs for medical devices and others. The specific scope and specifications of the services shall be agreed in writing on a case-by-case basis.
4.2 Invoicing shall be based on the actual hours worked at the agreed hourly rates. Travel expenses shall be charged additionally for on-site activities.
4.3 The Customer shall be obliged to provide Sperling Consulting with all information and access to systems necessary for the execution of the order in good time.
4.4 Changes to the scope of services shall require the written consent of both parties. Change requests of the Customer can be taken into account subsequently, insofar as this is reasonable for Sperling Consulting.

5. Vertragslaufzeit und Kündigung
5.1 The term of the contract depends on the individual agreement between the parties. Contracts may be concluded for an indefinite period or until the contractual obligations have been fulfilled.
5.2 The customer may terminate the contract before the start of the service under the following conditions:
- Up to two weeks before the start: 20% of the agreed remuneration is due;
- Up to one week before the start: 40% of the agreed remuneration is due;
- Less than one week before the start: 60% of the agreed remuneration is due;
- On the day of the agreed start date: 100% of the agreed remuneration is due.
5.3 During the service, the contract may be terminated by either party with the following notice periods:
- Term up to 12 months: four weeks to the end of the month;
- Term longer than 12 months: three months to the end of the month.
5.4 An important reason for extraordinary termination exists if one of the parties repeatedly violates essential contractual obligations or if one of the parties becomes insolvent. Sperling Consulting may terminate the contract extraordinarily if the Customer is more than two months in arrears with payment of the remuneration or repeatedly violates its obligations to cooperate, despite a warning.
5.5 The termination must be made in writing.

6. Liability and warranty
6.1 Sperling Consulting does not assume any guarantee for the success of the consulting services. The liability of Sperling Consulting is limited to intent and gross negligence. Sperling Consulting shall only be liable for slight negligence in the event of a breach of material contractual obligations, the fulfillment of which is necessary to achieve the purpose of the contract.
6.2 Liability shall in any case be limited to the foreseeable damage typical of the contract. Further claims are excluded.
6.3 Liability for indirect damage, consequential damage or loss of profit is excluded, unless Sperling Consulting acts with intent or gross negligence.
6.4 Sperling Consulting assumes no liability for the success of the consulting services, in particular not for economic decisions made by the Customer on the basis of the consulting services. The Client shall also be responsible for compliance with certain legal framework conditions, in particular in the area of regulatory affairs, unless this is expressly part of the contractually agreed services.
6.5 Sperling Consulting shall only be liable for the loss of data insofar as the Customer ensures that this data can be restored with reasonable effort from databases that are kept in machine-readable form. Liability for the loss of data shall be limited to the typical recovery costs that would have been incurred if data backups had been made regularly and in accordance with the risks involved.
6.6 The customer is obliged to cooperate appropriately in the performance of the contract, in particular by the timely provision of information, access to systems and materials required for the performance of the contractual services. The customer shall be liable for any damage caused by a breach of these obligations to cooperate.
6.7 The Customer warrants that all information and data provided by him are correct, complete and lawful. Sperling Consulting shall not be liable for damages resulting from incorrect, incomplete or unlawfully provided information by the Customer.
6.8 The above limitations of liability shall not apply to claims arising from product liability, from the assumption of a guarantee or in the event of damage to life, body or health. In these cases Sperling Consulting shall be liable in accordance with the statutory provisions.
6.9 Insofar as the liability of Sperling Consulting is excluded or limited, this shall also apply to the personal liability of employees, representatives and vicarious agents.
6.10. Unless otherwise provided by law, the customer's claims for damages shall lapse within two years from the time at which the customer becomes aware or should have become aware of the damage and the person responsible. Claims due to intent, gross negligence, injury to life, limb or health are subject to the statutory limitation periods.

7. Confidentiality and data privacy
7.1 Both parties undertake to treat all confidential information, business secrets, trade secrets and other non-public information concerning the other party obtained in the course of the business relationship as strictly confidential. This obligation shall also apply beyond the term of the contract.
7.2 Both parties undertake to use confidential information exclusively within the scope of the contractually agreed cooperation and for the fulfillment of the contractual obligations. Confidential information may only be disclosed to third parties with the express written consent of the other party, unless this is necessary to fulfill the contractual obligations.
7.3 Sperling Consulting and the Customer undertake to take all reasonable measures to ensure the confidentiality of the information obtained. This includes in particular the protection of confidential information against unauthorized access, loss, destruction or misuse. Both parties undertake to impose a corresponding confidentiality obligation on their employees, consultants and vicarious agents who have access to confidential information.
7.4 The confidentiality obligation shall remain in force even after termination of the contractual relationship between the parties. It shall only end when the confidential information has lawfully become generally known or the disclosing party expressly waives confidentiality in writing.
7.5 Sperling Consulting shall process and store all personal data collected in the course of order processing in accordance with the provisions of data protection law, in particular the GDPR. Further details can be found in Sperling Consulting's privacy policy.
7.6 After termination of the contractual relationship or at the request of the other party, all confidential information that is available in written, electronic or other form must be returned to the disclosing party or deleted without delay, unless statutory retention obligations prevent this. This obligation also extends to all copies or reproductions of the confidential information.

8. Final provisions
8.1 Sperling Consulting reserves the right to amend these GTC at any time if this is necessary for legal, economic or operational reasons. The Customer shall be notified of amendments to the GTC in text form (e.g. by e-mail) at least four weeks before the planned entry into force. If the Customer does not object to the amended GTC within two weeks of receipt of the notification of amendment, the amendments shall be deemed to have been accepted. Sperling Consulting shall draw the Customer's attention to the right of objection and the significance of the two-week period in the notification of amendment. If the Customer objects in due time, both parties reserve the right to terminate the contract extraordinarily.
8.2 Should a provision of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision.
8.3 The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of performance and place of jurisdiction for all disputes arising from this contract shall be the registered office of Sperling Consulting in Ratzeburg, as far as legally permissible.
As of: 05.11.2024