General Terms and Conditions of
PRO-LIANCE GLOBAL SOLUTIONS GmbH

§ 1 Scope of Application

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

§ 2 Conclusion of Contract

The contract is concluded through the Client’s acceptance of the Provider’s offer or by the execution of a cooperation agreement.
All contracts between the Provider and the Client must be in written form. Transmission in electronic form, in particular by email or using a qualified or advanced electronic signature, satisfies the written form requirement. Amendments and supplements must also be made in text form.

§ 3 Description of Services

The scope of services is determined by the respective offer.
The Provider assumes no liability for the interpretation, development, classification, conformity assessment, registration, or marketing of the Client’s products; the Client bears sole responsibility for these activities.

§ 4 Client’s Duty to Cooperate

The Client shall provide all required information, documents, and feedback in a timely and complete manner.
Delays due to a lack of cooperation by the Client may extend agreed deadlines and result in additional costs.

§ 5 Remuneration and Payment Terms

Remuneration shall be made in accordance with the offer, either as a fixed fee or on an hourly basis.
All prices and costs stated in offers, order confirmations, or other written documents issued by the Provider are estimates and do not represent the actual total price of the services.
All prices and costs are exclusive of statutory value-added tax (VAT) and other government charges, unless otherwise stated.
Invoices are payable without deduction within 14 days of the invoice date.
In the event of payment default, the Provider reserves the right to charge default interest at the statutory rate.

§ 6 Liability and Warranty

The Provider performs its services to the best of its knowledge and belief but does not guarantee success (e.g., regarding conformity assessment).
The Provider is not liable for indirect damages incurred by the Client or third parties.
In the event of liability, the Provider’s total liability or any other compensation payable to the Client and/or third parties shall be limited to the amount paid by the Provider’s liability insurance.
If the insurer makes no payment, liability shall be limited to the invoice value of the services causing the damage, up to a maximum of EUR 20,000.
Liability for lost profits is excluded.
These limitations do not apply in cases of intent or gross negligence by the Provider or its management.
The Client shall review the services rendered for conformity with the contract and notify the Provider of any defects in text form within a reasonable period, but no later than one month after performance; otherwise, all claims shall lapse.

§ 7 Copyright and Usage Rights

All documents and works created by the Provider are protected by copyright.
Intellectual property rights in reports and other documents prepared by the Provider remain with the Provider and are only transferred to the Client after full payment of all amounts due.
The Client is granted a simple, non-transferable right of use for internal purposes and for regulatory submissions. Any further use, particularly publication or transfer to third parties, requires the Provider’s prior consent.

§ 8 Confidentiality and Data Protection

Both parties undertake to treat all business and trade secrets as well as all confidential information obtained in connection with the contract as strictly confidential. This obligation remains in effect even after termination of the contract.
The Provider processes personal data exclusively in accordance with 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 governmental actions), deadlines shall be extended accordingly.
If the force majeure situation lasts longer than two months, both parties are entitled to terminate the contract with respect to services not yet rendered, and the Client shall have no claim for damages.

§ 10 Termination

Either party may terminate the contract with one month’s notice to the end of a calendar month.
In the event of early termination by the Client, all services rendered up to that point, as well as costs incurred or to be incurred by the Provider in connection with the termination, shall be compensated.
In the event of a breach of contract by the Client, the Provider shall be entitled to terminate the contract with immediate effect.

§ 11 Non-Solicitation

During the term of the contract and for twelve (12) months thereafter, the Client shall not employ or solicit any employee of the Provider for itself or for third parties.
In the event of a breach, the Client shall forfeit a contractual penalty of EUR 15,000 per violation, plus EUR 1,000 for each day the violation continues, without prejudice to the Provider’s right to claim further damages.

§ 12 Applicable Law and Jurisdiction

These GTC and the contract shall be governed exclusively by the laws of Germany. The exclusive place of jurisdiction for all disputes shall be the registered office of the Provider.

§ 13 Severability Clause

If any provision of these GTC is held to be invalid, the validity of the remaining provisions shall remain unaffected.