1. General principles / scope of application

1.1 These General Terms and Conditions shall apply exclusively to all legal transactions between the Client and the Contractor (Budoka Trust Ldt.). The version valid at the time of the conclusion of the contract shall be authoritative.

1.2 These General Terms and Conditions shall also apply to all future contractual relationships, thus even if no express reference is made to them in supplementary contracts.

1.3 Conflicting general terms and conditions of the Client shall be invalid unless they are expressly accepted in writing by the Contractor.

1.4 In the case that individual regulations of these General Terms and Conditions should be and/or become ineffective, this shall not affect the validity of the remaining regulations and the contracts concluded on the basis of them. The invalid clause shall be replaced by a valid clause which comes as close as possible to the meaning and economic purpose of the invalid clause.

2. cope of the advisory mandate / deputisation

2.1 The scope of a specific consultancy assignment is contractually agreed in each individual case.

2.2 The Contractor shall be entitled to have the tasks incumbent upon him/her performed in whole or in part by third parties. Payment of the third party shall be made exclusively by the contractor him/herself. No direct contractual relationship of any kind shall arise between the third party and the Client.

2.3 The Client undertakes not to enter into any business relationship whatsoever with persons or companies used by the Contractor to fulfil its contractual obligations during or up to three years after termination of this contractual relationship. In particular, the Client shall not commission these persons and companies with such or similar consulting services that are also offered by the Contractor.

3. Client’s duty of disclosure / declaration of completeness

3.1 The client shall ensure that the organisational framework conditions at his/her place of business allow for undisturbed work conducive to the rapid progress of the counselling process.

3.2 The Client shall also inform the Contractor comprehensively about previously carried out and/or ongoing consultations – also in other specialist areas.

3.3 The Client shall ensure that all documents necessary for the fulfilment and execution of the consulting assignment are submitted to the Contractor in a timely manner, even without the Contractor’s special request, and that the Contractor is informed of all processes and circumstances that are of importance for the execution of the consulting assignment. This shall also apply to all documents, processes and circumstances which only become known during the work of the consultant.

3.4 The Client shall ensure that his/her employees and the employee representation (works council) provided by law and possibly established are informed by the Contractor prior to the start of the Contractor’s activities.

4. Ensuring independence

4.1 The contracting parties obligate themselves to mutual loyalty.

4.2 The contracting parties mutually undertake to take all precautions suitable to prevent the independence of the commissioned third parties and employees of the Contractor from being jeopardised. This applies in particular to offers made by the Client for employment or the acceptance of orders on its own account.

5. Reporting / Reporting obligation

5.1 The Contractor undertakes to report to the Client on his/her work, that of his/her employees and, if applicable, that of commissioned third parties in accordance with the progress of the work.

5.2 The client will receive a possible final report within a reasonable time, i.e. two to four weeks, depending on the type and scope of the consultancy assignment after completion of the assignment.

5.3 The Contractor shall be free from instructions in the production of the agreed work and shall act at his/her own discretion and on his/her own responsibility. He/she shall not be bound to any specific place of work or working hours.

6. Protection of intellectual property

6.1 The copyrights to the works created by the Contractor and its employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organisational plans, programmes, performance specifications, drafts, calculations, drawings, data carriers, etc.) shall remain with the Contractor unless otherwise agreed. They may be used by the Client during and after termination of the contractual relationship exclusively for purposes covered by the contract. The Client shall not be entitled to reproduce and/or distribute the work(s) without the express consent of the Contractor. Under no circumstances shall an unauthorised reproduction/dissemination of the Work give rise to any liability on the part of the Contractor vis-à-vis third parties – in particular for the accuracy of the Work.

6.2 The Client’s breach of these provisions entitles the Contractor to terminate the contractual relationship immediately and prematurely and to assert other legal claims, in particular for injunctive relief and/or damages.

7. Warranty

7.1 The Contractor shall be entitled and obliged, irrespective of fault, to remedy any inaccuracies and defects in his/her performance that become known within the scope of the statutory warranty. He/she shall inform the Client thereof without delay.

7.2 This claim of the Client shall expire after six months after the performance of the respective service.

8. Liability / Compensation

8.1 The Contractor shall only be liable to the Client for damage – except for personal injury – in the case of gross negligence (intent or gross negligence) only. This shall also apply mutatis mutandis to damage caused by third parties engaged by the Contractor.

8.2 Claims for damages by the client may only be asserted in court within three months of knowledge of the damage and the damaging party, but at the latest within one year of the event giving rise to the claim.

8.3 The Client shall in each case provide evidence that the damage is attributable to the fault of the Contractor.

8.4 If the Contractor performs the work with the assistance of third parties and warranty and/or liability claims arise against these third parties in this context, the Contractor shall assign these claims to the Client. In this case, the Client shall give priority to these third parties.

9. Secrecy / data protection

9.1 The Contractor undertakes to maintain absolute silence about all business matters of which he/she becomes aware, in particular business and trade secrets as well as any information which he/she receives about the nature, scope of operation and practical activities of the Client.

9.2 Furthermore, the Contractor undertakes to maintain secrecy vis-à-vis third parties regarding the entire content of the Work as well as all information and circumstances that he/she has received in connection with the creation of the Work, in particular also regarding the data of clients of the Client.

9.3 The contractor shall be released from the duty of confidentiality vis-à-vis any assistants and deputies he/she uses. However, he/she shall fully transfer the duty of confidentiality to them and shall be liable for their breach of the duty of confidentiality as for his/her own breach.

9.4 The duty of confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of legally stipulated obligations to testify.

9.5 The Contractor shall be entitled to process personal data entrusted to him/her within the scope of the purpose of the contractual relationship. The Client shall guarantee to the Contractor that all necessary measures have been taken for this purpose, in particular those within the meaning of the Data Protection Act, such as declarations of consent by the persons concerned.

10. Fee

10.1 After completion of the agreed work, the contractor shall receive a fee in accordance with the agreement between the client and the contractor. The Contractor shall be entitled to submit interim invoices in accordance with the progress of the work and to demand payment on account in accordance with the respective progress. The fee shall be due upon presentation of the invoice by the Contractor.

10.2 The Contractor shall issue an invoice entitling to input tax deduction with all the legally required characteristics.

10.3 Any cash expenses, out-of-pocket expenses, travel expenses, etc. incurred shall be reimbursed additionally by the Client against invoicing by the Contractor.

10.4 If the agreed work is not carried out for reasons on the part of the Client or due to a justified premature termination of the contractual relationship by the Contractor, the Contractor shall retain the right to payment of the entire agreed fee less any expenses saved. In the event that an hourly fee has been agreed, the fee shall be paid for the number of hours that could have been expected for the entire agreed work, less the expenses saved. The saved expenses are agreed as a lump sum of 30 percent of the fee for those services which the contractor has not yet rendered by the date of termination of the contractual relationship.

10.5 In the event of non-payment of interim invoices, the contractor shall be released from his/her obligation to provide further services. However, this shall not affect the assertion of further claims resulting from non-payment.

11. Electronic invoicing

11.1 The Contractor shall be entitled to send invoices to the Client in electronic form. The Client expressly agrees to the Contractor sending invoices in electronic form.

12. Duration of the contract

12.1 This contract ends in principle with the completion of the project and the corresponding accounting.

12.2 The contract may nevertheless be terminated at any time for good cause by either party without notice. Good cause shall be deemed to be in particular,

• If a contracting party breaches material contractual obligations, or
• if a contracting party defaults on payment after insolvency proceedings have been opened, or
• if there are justified doubts about the creditworthiness of a contracting party in respect of which no insolvency proceedings have been opened and the latter, at the request of the Contractor, neither makes advance payments nor provides suitable security prior to performance by the Contractor and the poor financial circumstances of the other contracting party were not known at the time of conclusion of the contract.

13. Final clauses

13.1 The contracting parties confirm that they have provided all the information in the contract conscientiously and truthfully and undertake to notify each other immediately of any changes.

13.2 Amendments to the contract and these GTC must be made in writing, as must any waiver of this formal requirement. There are no verbal ancillary agreements.

13.3 This contract shall be governed by Cypriot law, excluding the conflict of laws rules of private international law and the UN Convention on Contracts for the International Sale of Goods. The place of performance is the place of the Contractor’s place of business. The court at the Contractor’s place of business shall be responsible for disputes.

(1) In the event of disputes arising from this contract which cannot be settled amicably, the contracting parties shall agree by mutual consent on the use of registered mediators specialising in business mediation from the Contractor’s country for the out-of-court settlement of the conflict. If no agreement can be reached on the selection of the business mediators or on the content, legal steps shall be taken at the earliest one month after the failure of the negotiations.

(2) In the event of a mediation that does not materialise or is terminated, all necessary expenses incurred as a result of a previous mediation, in particular also those for legal advisors consulted, can be claimed as “pre-litigation costs” in court or arbitration proceedings, as agreed.