General Terms and Conditions
PRO-LIANCE GLOBAL SOLUTIONS GmbH

§ 1 Scope of application

These General Terms and Conditions (GTC) apply to all contracts between PRO-LIANCE GLOBAL SOLUTIONS GmbH (hereinafter “Provider”) and business clients (hereinafter “Client”) for the provision of services, in particular consulting services, the preparation of expert opinions, statements, regulatory documents and training courses.
Individual agreements, in particular in cooperation agreements or individual orders, shall take precedence over these GTC.
Deviating or conflicting terms and conditions of the customer shall only apply if the provider expressly agrees to their validity in writing (e.g. e-mail).

§ 2 Conclusion of contract

The contract is concluded by the customer’s acceptance of the provider’s offer or by the conclusion of a cooperation agreement.
All contracts between the provider and the customer must be in writing. The written form requirement shall also be satisfied by transmission by electronic means, in particular by e-mail or by using a qualified or advanced electronic signature. amendments and supplements must also be made in text form, taking into account II.

§ 3 Service description

The scope of services is specified in the respective offer.
The supplier assumes no liability for the design, development, classification, conformity assessment, registration and marketing of the customer’s products; the customer is solely responsible for this.

§ 4 Obligations of the customer to cooperate

The customer shall provide all necessary information, documents and feedback in good time and in full.
Delays due to a lack of cooperation on the part of the customer may extend the agreed deadlines and incur additional costs.

§ 5 Remuneration and terms of payment

Remuneration is based on the offer as a flat fee or on an hourly basis.
All prices and costs stated in offers, order confirmations or other written documents of the provider are estimates and do not represent the actual total price of the services.
All prices and costs quoted are exclusive of VAT and other government levies, unless otherwise stated.
Invoices are payable without deduction within 14 days of invoicing.
In the event of late payment, the provider reserves the right to charge interest on arrears at the statutory rate.

§ 6 Liability and warranty

The provider provides its services to the best of its knowledge and belief, but does not guarantee success (e.g. in the case of conformity assessment).
The provider is not liable for indirect damages incurred by the customer or third parties.
In the event of liability, the liability of the provider or any other compensation towards the customer and/or third parties is limited to the amount paid by the liability insurance of the provider.
If the insurer does not make any payment, liability is limited to the invoice value of the services that caused the damage, with a maximum amount of EUR 20,000.
Liability for loss of profit is excluded.
These restrictions do not apply in the event of intent or gross negligence on the part of the provider or its management.
The customer is obliged to check the services provided for conformity with the contract and to notify the provider of any defects in text form within a reasonable period of time, but no later than one month after provision of the service, otherwise all claims shall lapse.

§ 6 Liability and warranty

All documents and works created by the provider are protected by copyright.
The intellectual property rights to reports and other documents produced by the Provider shall remain with the Provider and shall only be transferred to the Client after full payment of all amounts owed.
The customer receives a simple, non-transferable right of use for internal purposes and for regulatory submissions. Any further use, in particular publication or disclosure to third parties, requires the prior consent of the provider.

§ 8 Confidentiality and data protection

Both parties undertake to treat all business and trade secrets as well as confidential information that becomes known within the scope of the contract as strictly confidential. This obligation shall remain in force even after termination of the contract.
The provider processes personal data exclusively in accordance with the applicable data protection laws.

§ 9 Force majeure

If the Provider is prevented from fulfilling its obligations due to force majeure (including, but not limited to, natural disasters, material shortages, strikes or official measures), the deadlines shall be extended.
If the force majeure situation lasts longer than two months, both parties shall be entitled to terminate the contract in respect of the services not yet provided and the customer shall not be entitled to any compensation.

§ 10 Termination

The contract can be terminated by either party with one month’s notice to the end of the month.
In the event of premature termination by the customer, the services provided up to that point and the costs incurred and to be incurred by the provider in connection with the termination shall be remunerated.
In the event of a breach of contract by the customer, the provider is entitled to terminate the contract immediately.

§ 11 Non-promotion

During the term of the contract and for twelve (12) months thereafter, the Customer may neither employ the Provider’s employees nor entice them away for itself or third parties.
In the event of a breach, the Customer shall forfeit a contractual penalty of €15,000 per breach, plus an amount of €1,000 for each day that the breach continues, without prejudice to the Provider’s right to claim damages.

§12 Applicable law and place of jurisdiction

These GTC and the contract shall be governed exclusively by German law. The exclusive place of jurisdiction for all disputes is the registered office of the provider.

§ 13 Severability clause

Should individual provisions of these GTC be invalid, this shall not affect the validity of the remaining provisions.