Terms & Conditions

1. Scope of Application

1.1 The following General Terms and Conditions apply to all legal transactions of BRNDLB / T.O.M. GmbH and its affiliate Blundstone Beratungs- und Beteiligungs GmbH, hereinafter referred to as "Consultant," with its contractual partner, hereinafter referred to as "Client." Deviating general terms and conditions of the Client shall not apply.

1.2 The Consultant provides services in the field of business consulting, particularly in the areas of marketing, branding, digital services, creative services, strategic planning, controlling, restructuring, and start-up support.

2. Scope of Services and Reporting Obligation

2.1 The specific description of the services to be provided arises from the order confirmation, its annexes, and any service descriptions provided by the Consultant. All mentioned documents are integral parts of the consulting contract concluded between the parties.

2.2 The Consultant's services are deemed delivered when the necessary analyses, resulting conclusions, and recommendations have been prepared and explained to the Client. It is irrelevant whether or when the conclusions or recommendations are implemented.

2.3 Events of force majeure that significantly hinder or temporarily make the service impossible, or obstructions caused by the lack of cooperation from the Client, entitle the Consultant to postpone the fulfillment of its services for the duration of the obstruction plus a reasonable start-up period. Force majeure includes industrial action and similar circumstances, provided they are unforeseeable and severe. The parties shall notify each other immediately of such circumstances.

2.4 At the Client's request, the Consultant shall provide information about the status of the order execution. Should the Consultant be required to prepare a comprehensive written report, particularly for submission to third parties, this must be separately agreed upon.

3. Changes to the Order

3.1 Changes and additions to the order must be made in writing.

3.2 As long as changes are not documented in writing, the Consultant shall continue work without considering the requested changes.

3.3 The Consultant is obligated to accommodate the Client's change requests if this is feasible within its operational capacities, particularly concerning effort and scheduling. Resulting additional costs will be compensated in accordance with Section 4.2 of these General Terms and Conditions.

4. Compensation

4.1 The agreed compensation stated in the order confirmation applies. Payments are due immediately upon invoicing without any deductions unless otherwise agreed in the contract. The Client is in default upon receipt of a reminder from the Consultant or, if a payment date is calendrically fixed, upon non-payment by the specified date. Upon default, the Consultant is entitled to interest for delay at a rate of 10 percentage points above the base rate. The right to claim further damages remains unaffected.

4.2 If the Client modifies or cancels orders, plans, or similar, or alters the prerequisites for service provision, they shall reimburse the Consultant for all costs incurred and indemnify the Consultant from all liabilities to third parties.

4.3 If the Client withdraws from the contract before the commencement of work, the Consultant may demand a reasonable portion of the agreed fee as a cancellation fee.

4.4 All amounts payable are subject to the applicable statutory VAT.

4.5 Third-party costs, expenses, and travel expenses shall be reimbursed separately to the Consultant upon submission of appropriate receipts.

5. Client's Duties of Cooperation

5.1 The Client is obligated to support the Consultant to the best of their ability in a spirit of trust and to create all conditions necessary for proper execution of the order within their operational sphere; in particular, they must provide all documents and information required for the execution of the order in a timely manner. The Client shall immediately inform the Consultant of all circumstances arising during the project execution that may affect the work.

5.2 At the Consultant's request, the Client shall confirm in writing the correctness and completeness of the documents provided, as well as their statements and verbal explanations.

5.3 The Client shall only involve or commission other service providers concerning this order with the Consultant's consent.

5.4 The Client agrees not to employ or commission any employees or former employees involved in the execution of the order within 24 months after the end of the cooperation.

6. Liability of the Consultant

6.1 The Consultant shall only be liable for damages caused intentionally or through gross negligence by themselves or their vicarious agents.

6.2 Liability for slight or simple negligence exists only in the case of a breach of essential contractual obligations. In such cases, liability is limited to the typical damages foreseeable at the time of contract conclusion or at the latest at the time of the breach. Liability for atypical damages is excluded.

6.3 The contractual claims for damages by the Client against the Consultant shall expire two years after the claim arises.

7. Confidentiality and Data Protection

7.1 The Consultant undertakes to treat all knowledge acquired during this assignment, particularly regarding company data, financial statements, plans, documents, etc., with strict confidentiality for an unlimited time and to oblige both their employees and any third parties engaged by them to absolute secrecy in the same way.

7.2 The Client agrees that contract contents and services created within the framework of this contract may be electronically stored and processed by the Consultant in compliance with data protection regulations. Both parties agree not to pass on electronically stored or other data to third parties.

8. Protection of Intellectual Property

8.1 The reports, plans, drafts, listings, and calculations created by the Consultant may only be used for the purposes agreed upon in the contract. Any use of these services for other purposes, particularly their publication, requires the Consultant's prior written approval. This applies even if the services provided are not subject to special statutory rights, especially copyright law.

8.2 In the event of a breach of the provisions of Section 8.1, the Consultant is entitled to an additional fee of an appropriate amount under the circumstances.

9. Contract Duration and Termination

Unless otherwise agreed, the contract may be terminated with 14 days' notice at the end of the month. The right to terminate without notice for good cause remains unaffected. Termination must be in writing.

10. Right of Retention and Storage of Documents

10.1 Until full payment of their claims, the Consultant has a right of retention to the documents provided to them.

10.2 Upon settlement of their claims arising from the contract, the Consultant shall return all documents handed over by the Client or a third party in connection with the order. This does not apply to correspondence between the parties or simple copies of reports, organizational plans, drawings, listings, calculations, etc., created during the order, provided the Client has received the originals.

10.3 The Consultant's obligation to retain documents ceases six months after written notification for their collection, otherwise three years, and in the case of documents retained under Section 10.1, five years after the termination of the contractual relationship.

11. Final Provisions

11.1 The Client is not entitled to assign their claims under the contract.

11.2 The Client may only offset or assert a right of retention with recognized or legally established counterclaims.

11.3 Amendments and additions to these terms or the contract must be in writing and explicitly designated as such.

11.4 German law shall apply. The place of performance and jurisdiction is the Consultant's registered office in Hamburg, Germany.