General terms and conditions of pro1media GmbH
The GTC’s (General Terms and Conditions of Contract) apply to all consulting services offered by pro1media and to all contracts concluded by pro1media with its customers, irrespective of the content and legal nature of the consulting services offered or contractually assumed by pro1media.
Insofar as consulting contracts or offers of pro1media contain written provisions that deviate from the following general terms and conditions of contract, the individually offered or agreed contractual rules shall take precedence over these general terms and conditions of contract.
2. Obligations of the customer to cooperate
In order to enable pro1media to perform the desired professional work, the customer will provide pro1media with as much information as possible on the business, organizational, technical and competitive situation of his company. In particular, the customer will cooperate personally and, if necessary, also through its employees in the project as follows:
All questions asked by the pro1media consultants about the factual and legal relationships within the customer’s company will be answered as completely, accurately and promptly as possible; the same applies to questions asked by the pro1media consultants about the factual and legal relationships between the customer and its business partners and competitors, insofar as these relationships are known to the customer and/or its executives. The pro1media consultants will only ask questions whose answers may be of importance to the project.
pro1media will also be informed, without being asked and as early as possible, about such circumstances that may be of significance for the project
Any interim results and interim reports supplied by pro1media will be checked by the customer without delay to determine whether the information they contain about the customer or his company is correct; pro1media will be notified in writing without delay of any corrections that may be required and also of any requests for changes.
3. Data backup of the customer
If the tasks assumed by pro1media involve work by pro1media consultants on or with the customer’s IT equipment, the customer shall ensure in good time before the start of the corresponding activities by the pro1media consultants that the recorded data can be reconstructed from machine-readable data carriers with reasonable effort in the event of destruction or falsification (data backup).
4. Early termination of contract, remuneration
In the absence of any other individual contractual agreement, pro1media grants the customer the right to terminate any consulting contract prematurely if the customer so desires. The premature termination does not affect agreed duties of confidentiality and other post-contractual duties of loyalty.
The fees incurred by pro1media up to the receipt of a premature termination shall be settled and paid immediately.
The provision from section from 4.2 is to be applied accordingly if pro1media has legally terminated the contract before the originally agreed conclusion.
The minimum payment in the event of premature termination is at least 30% of the agreed contract amount.
5. Invoicing, payment
In the absence of any agreements to the contrary, pro1media is entitled to invoice the customer monthly in arrears for fees and expenses as incurred.
Invoices issued by pro1media in accordance with the contract are due for payment immediately.
If the customer is in arrears with the settlement of due invoices, pro1media is entitled to stop its work on the project until these claims have been met.
6. Impediments to performance, delay, impossibility
pro1media shall only be in default with its services if specific completion dates have been agreed as fixed dates and pro1media is responsible for the delay. pro1media is not responsible, for example, for the unforeseeable absence of the pro1media consultant designated for the project, force majeure and other events that could not be foreseen at the time the contract was concluded and that make it impossible or unreasonably difficult for pro1media to provide the agreed service, at least temporarily. Force majeure includes strikes, lockouts and similar circumstances that directly or indirectly affect pro1media, unless these measures are unlawful and caused by pro1media.
If the impediments to performance are of a temporary nature, pro1media is entitled to postpone performance of its obligations for the duration of the impediment and for a reasonable start-up period. If, on the other hand, the performance of pro1media becomes permanently impossible due to hindrances within the meaning of section 6.1, pro1media shall be released from its contractual obligations.
Insofar as pro1media is responsible for breaches of duty within the meaning of § 280 BGB (civil code of Germany ‚Bürgerliches Gesetzbuch‘), new version as of 01.01.2002 , Section 7 shall apply in addition.
Legal and tax consulting services are not provided by pro1media.
If and insofar as any consulting errors are based on the fact that the customer has not fulfilled, has not fulfilled completely or has not fulfilled in good time any obligations to cooperate in accordance with section 2, pro1media’s liability is excluded. In the event of a dispute, the customer will provide evidence of the complete and timely fulfillment of all obligations to cooperate. Furthermore, pro1media accepts no liability for any damage suffered by the customer as a result of failure to comply with the obligation to provide security in accordance with section 3.
pro1media shall only be liable for damages incurred by the customer if and insofar as they have been caused by pro1media intentionally or through gross negligence. The customer will provide proof in the event of a dispute.
All possible claims for damages against pro1media shall become statute-barred after the expiry of 3 years at the latest. The limitation period begins with the recognizability of a damage, at the latest, however, with the completion of the contractual activity.
With regard to the respective task, pro1media cannot guarantee the success of the cooperation resulting from the consulting.
8. Choice of Law, General Terms and Conditions of Customers
In addition to the individual agreements and these pro1media Terms and Conditions of Contract, only German law shall apply.
The customer’s general terms and conditions shall have no effect vis-à-vis pro1media, even if pro1media does not expressly object to their inclusion.
9. Place of performance, place of jurisdiction
The place of performance for services and payments is Nordhausen, Germany.
The place of jurisdiction for all actions against pro1media is Nordhausen, Germany. Nordhausen shall also be the place of jurisdiction for actions brought by pro1media against the customer if the customer is a registered trader or has no general place of jurisdiction in Germany.
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