General Terms and Conditions

btplustel GmbH's General Terms and Conditions

Principles

These are the General Terms and Conditions of btplustel GmbH (hereinafter referred to as the consulting company or btplustel). These General Terms and Conditions apply to all orders to the consulting company, unless conflicting individual contractual agreements have been made. The client's terms and conditions do not become part of the contract.

2. Any use, even partial, of the works and services presented or handed over by the consulting company with the aim of concluding the contract (presentations, etc.), whether copyrighted or not, requires the prior consent of the consulting company. This also applies to the use in modified or edited form and the use of the ideas underlying the works and services of the consulting company, provided that these ideas have not been reflected in the client's previous activities. Acceptance of a presentation fee does not imply consent to the use of the works and services of the consulting company.

3. Quotations and order placement
3.1 In principle, cost estimates must be submitted to the Client in written or electronic form before the start of any work that incurs costs, and these must be approved by the Client.
3.2 The consulting company is entitled to carry out the work assigned to it itself or to commission third parties to do so.

4. Processing of orders
4.1 The meeting minutes sent by the consulting company are binding unless the client objects within three days of receipt.
4.2 Templates, files and other work materials (in particular negatives, models, original illustrations, etc.) that the consulting company creates or has created in order to provide the service owed under the contract remain the property of the consulting company. There is no obligation to return them. The consulting company is not obliged to store them.

5. Payment terms
5.1 Agreed prices are net prices to which the applicable statutory value added tax is added. Artists' social security contributions, customs duties or other charges, including those arising subsequently, will be passed on to the client.
5.2 Unless otherwise agreed, invoices issued by the consulting company to the client are due immediately after invoicing and without deduction.
5.3 For larger orders or those that extend over a longer period of time, the consulting company is entitled to issue interim invoices or advance invoices.
5.4 The consulting company retains ownership of all documents and items provided until all invoices relating to the order have been paid in full. Rights to services provided by the consulting company, in particular copyright usage rights, are only transferred to the client upon full payment of all invoices relating to the order.

6. Rights of use Unless otherwise agreed in individual cases, btplustel grants the client a non-exclusive, non-transferable and time-unlimited right of use for internal use of work results created within the scope of the consultation.

7. Cooperation of the client If the client negligently fails to cooperate or delays cooperation incumbent upon him, btplustel can demand the agreed remuneration for the advice not provided as a result - after deducting any expenses saved and any remuneration earned through replacement orders during the delay period - without being obliged to provide subsequent performance. If btplustel decides to provide the consulting services anyway, this will only take place after an appropriate adjustment of the schedule. The same applies if the client is late in accepting the consulting services. Ncc's claims for reimbursement of any additional expenses remain unaffected.

8. Fees
8.1 The fees for the consultancy services provided by btplustel are calculated based on the time spent on the work plus travel and, if applicable, accommodation expenses, unless otherwise agreed in individual cases. The fees are based on the btplustel daily rates applicable at the time the order is received or on an offer from btplustel accepted during the binding period. However, if the date on which the consultancy services are to be provided is postponed to a time later than 4 months after receipt of the original order due to circumstances beyond btplustel's control, then if the daily rates have changed in the meantime, the then applicable btplustel daily rates will be used as the basis for the remuneration to be paid.
8.2 The retention of the fee and offsetting are only permitted if the client's claims have been recognised by btplustel or have been legally established. In the event of late payment, btplustel reserves the right to suspend the consultancy service.

9. Warranty and liability
9.1 The consulting company shall not be liable to the client for losses or the failure to achieve certain profit targets.
9.2 btplustel shall only be liable for the destruction of data in the event of gross negligence and only if the client has ensured that this data can be reconstructed with reasonable effort from data material that is kept in machine-readable form.
9.3 Furthermore, the consulting company shall only be liable to the client for damages if and to the extent that these were caused by it or the vicarious agents employed by it through inadequate execution of the contractually agreed services or through negligent breach of an essential contractual obligation.
9.4 btplustel is insured against damages in connection with its activities up to a maximum of €1 million per damage claim. Any compensation is therefore limited to the amount of the insurance benefit.
9.5 In any event, compensation shall be limited to such damages as btplustel could reasonably have foreseen at the time of conclusion of the contract based on the circumstances known to btplustel at the time.
9.6 The above limitations of liability do not apply to damages caused intentionally or to damages resulting from injury to life, body or health.

10. Confidentiality, secrecy
10.1 The consulting company will treat all business transactions of the client that come to its knowledge, as well as all of its internal affairs, as strictly confidential.
10.2 Each party is obliged not to pass on to third parties or otherwise make accessible to third parties any information and documents of the other party that are expressly marked as confidential and which become available to it in connection with the performance of this agreement. Each party must take the necessary precautions within its operational sphere to ensure compliance with the above obligation. These obligations apply to the extent and until the information or documents mentioned are proven to be generally known without the involvement of the party obliged to maintain confidentiality.

11. Data backup The client shall ensure that the client only has read-only rights for the accounts and system access used by the consulting company and its employees, thus safely and permanently excluding the possibility of accidental deletion of the client's data.

12. Jurisdiction, Applicable Law
12.1 If the client is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is the registered office of the consulting company. The place of performance is Berlin. The same applies if the client does not have a general place of jurisdiction in Germany or if his or her place of residence or habitual abode is not known at the time the action is brought.
12.2 The law of the Federal Republic of Germany applies.

13. Severability Clause Should individual provisions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions.

Status: Berlin, May 2014