Terms of service

General Terms and Conditions of Green in Business GmbH

Our Engagement Agreement
1. The services described in the Engagement Agreement - hereinafter referred to as "the Services" - are provided by us exclusively to you as our client, with reasonable care to the best of our knowledge and belief.
2. We provide the Services to you as an independent contractor and not as an employee, agent, partner or co-entrepreneur. Neither you nor we have the right, authority or power to bind the other party to the contract.
3. We may subcontract portions of the Services to service providers who may deal directly with you. We are solely responsible for the results of the work (see definition in Section 10), the performance of the services and for our other obligations resulting from the engagement agreement.
4. We assume no responsibility for the business management decisions made in connection with our services. We are not responsible for the use or implementation of the results of our services.
Your responsibilities
5. You will designate a qualified contact for us to follow up on our services. You will be responsible for making all business management decisions related to our services, using or implementing the results of our services, and deciding the extent to which our services are suitable for your purposes.
6. You will (or cause others to) promptly provide us with all information, resources and assistance (including access to records, systems, premises and people) necessary to provide the Services.
7. All information provided to us by you or on your behalf ("Client Information") must be accurate and complete. You shall ensure that any Client Information provided to us does not infringe any copyright or other rights of any third party.
8. We are entitled to rely on Client Information provided to us and, unless expressly agreed otherwise, are not responsible for evaluating or verifying its accuracy.
9. You shall be responsible for ensuring that your employees comply with the obligations incumbent upon them under the terms of the Client Agreement.
Our Work Product
10. Except for client information, any information, advice, recommendations or other content of reports, presentations or other communications that we provide to you in performance of the Mandate Agreement (The "Work Product") is intended solely (consistent with the purpose of the deliverables) for your internal use.
11. You shall not disclose any Work Product (as well as any part or aggregate thereof) to any third party (including your Affiliates) or refer to us in connection with the Services; this shall not apply
(a) to your attorneys if, subject to this prohibition on disclosure, they are reviewing the Work Results solely to advise you in connection with the Services,
(b) to the extent you are required to disclose (of which you shall promptly notify us to the extent permitted) by law, or
(c) to other persons or companies (including your affiliates) if we have given prior written consent, they have signed our Information Agreement, and they are using the Work Results solely in the context of the consent given.
To the extent you are authorized to disclose Work Results (or any part thereof), you are nevertheless not permitted to make any changes, edits, or modifications to the Work Results.
12. you are entitled to include in documents you intend to use any summaries, calculations or tables contained in a work product that are based on client information, but not our recommendations, conclusions or findings. You assume sole responsibility for the content of such documents, and you may not refer to us, directly or indirectly, in connection with them to any third party.
13. You may not rely on the draft version of a deliverable (which is non-binding), but only on its final written version. Draft versions of a deliverable are for our internal purposes and/or consultation with you only and, accordingly, are only a preliminary stage of the deliverable and are neither final nor binding and require further review. We are not obligated to update a final deliverable with respect to circumstances that have come to our attention or occur since the date of completion of our work specified in the deliverable or, in the absence of such date, the date of delivery of the deliverable. This shall not apply if otherwise agreed.
Limitation of liability
14. We shall be liable for damages or reimbursement of expenses within the scope of the statutory provisions for injury to life, body or health.
15. For other damages, we shall be liable exclusively in accordance with the following provisions for damages caused by fraudulent conduct, intent or gross negligence. In the case of simple negligence, our liability shall be limited to the amount of the foreseeable damage typical for the contract. The contracting parties shall agree on the amount of the contract-typical foreseeable damage resulting from the respective mandate agreement in view of the liability risks separately for the respective mandate agreement. This shall also apply if a liability towards a person other than you should be justified; in this case § 334 BGB shall apply. If no upper liability limit is agreed in the respective mandate agreement, we shall be liable in each case up to the amount of the agreed remuneration.
16. A claim for damages can only be asserted within a preclusion period of one year after the claimant has become aware of the damage and of the event giving rise to the claim, but at the latest within five years after the event giving rise to the claim. The claim shall lapse if no action is brought within a period of six months from the written rejection of compensation, provided that you have been made aware of this consequence. The right to assert the defense of the statute of limitations remains unaffected.
17. You are not entitled to assert or initiate contractual claims or proceedings in connection with the services or generally on the basis of the mandate agreement against and our subcontractors, shareholders, management members, partners or employees. You agree to assert contractual claims or bring proceedings only against us.
Liability Release
18. You shall indemnify and hold us, our subcontractors, shareholders, directors, partners or employees harmless from any and all third party claims (including your affiliates and attorneys) and resulting liabilities, damages, costs and expenses (including, without limitation, reasonable outside attorneys' fees) arising out of the use of the Work Product by a third party or because a third party relies on the Work Product and the disclosure is made directly or indirectly by you or at your instigation. This obligation shall not apply if we have expressly agreed in writing that the third party may rely on the Work Product.
Rights of Use
(19) In the course of performing our Services, we shall be entitled to use data, software, samples, aids, tools, models, systems and other methods and expertise ("Know-How") owned by us. Notwithstanding the delivery of the work product, the intellectual property in the Know-How (including any enhancements developed or knowledge acquired in the course of providing the Services) and in any working papers compiled in the course of the Services (other than the Client Information reproduced therein) shall remain with us.
Confidentiality
20. Unless otherwise provided in the Client Agreement, neither Party shall be entitled to disclose to any third party the contents of the Client Agreement or any other information provided by or on behalf of the other Party that is reasonably considered to be confidential and/or worthy of protection.
The Parties shall, however, be permitted to disclose such information to the extent that it
(a) has become or will become publicly known without breach of the Mandate Agreement,
(b) has been subsequently provided to the Recipient by a third party who, to the Recipient's knowledge, is under no obligation of confidentiality to the disclosing Party with respect to the information,
(c) was already known to the Recipient at the time of disclosure or was independently developed thereafter,
(d) is disclosed to the extent necessary to enforce the Recipient's rights under the Mandate Agreement,
(e) is required to be disclosed by law or regulation.
21. The Parties are permitted to use electronic media to exchange and transmit information. Such use shall not per se constitute a breach of the confidentiality obligations under the Mandate Agreement. The contracting parties are aware that the electronic transmission of information (in particular by e-mail) involves risks.
22. We may disclose client information to third parties acting on our behalf who may collect, use, transfer, store or otherwise process such data in the various jurisdictions in which they operate (collectively, "Process") for purposes related to the provision of our services, to comply with professional regulations, to avoid conflicts of interest, for quality and risk management purposes, for accounting purposes and/or in connection with the provision of other administrative and IT support services (collectively, "Processing Purposes"). We are responsible to you for ensuring the confidentiality of your client information.
Privacy
23. For the processing purposes set forth in Section 22, we, our subcontractors, shareholders, directors, partners or employees, and third parties acting on our behalf may process client information that is identifiable to specific individuals ("Personal Data") in the various jurisdictions in which we and they operate. We process personal data exclusively in accordance with professional regulations and applicable law, in compliance with the BDSG (new) 2017 and the DSGVO. We require all contractors who process personal data on our behalf to also comply with these provisions.
24. You warrant to us that you are authorized to provide us with personal data in connection with the provision of our services and that the personal data provided to us has been processed in accordance with applicable law.
Compensation
25. your remuneration obligation includes the payment of our remuneration and certain expenses for our services in accordance with the relevant service description or its appendices. You are also obligated to reimburse us for other reasonable out-of-pocket expenses incurred by us in the course of providing our services, unless otherwise agreed in the individual case. Our compensation shall be exclusive of any taxes or similar expenses or duties, fees or charges incurred in connection with the Services, which shall be borne by you (except for general income taxation). We may require reasonable advances on our compensation and reimbursement of expenses and may condition delivery of our work products on full satisfaction of our claims. Unless otherwise provided in the Statement of Work, compensation is due immediately upon receipt of our invoice.
26. We are entitled to additional compensation to the extent that events beyond our control (including your acts or omissions) prevent us from performing the Services as originally scheduled or if you require us to perform additional tasks.
27. To the extent that we are required by law or by judicial or other governmental order to provide information as evidence or personnel as witnesses in connection with our services or the engagement agreement, you are obligated to reimburse us for the time and expenses (including external legal fees) incurred thereby, unless we ourselves are party to the proceedings or the subject of the investigation or to the extent that we are not compensated by governmental authorities.
Force Majeure
28. Neither Party shall be responsible for any breach of the Mandate Agreement (except for payment obligations) if caused by circumstances beyond the control of the Parties ("Force Majeure").
Term and Termination
29. The terms and conditions of the Mandate Agreement shall apply to the Services under this Mandate Agreement (including such Services provided prior to the signing of the Mandate Agreement), regardless of the date of their execution.
30. The Mandate Agreement shall terminate upon the completion of the Services. Each contracting party is entitled to terminate the mandate agreement or a specific service prematurely by giving 14 days' written notice. In addition, we shall be entitled to terminate the mandate agreement or a specific service without notice if we reasonably conclude that we are no longer able to provide the services in accordance with applicable law or our professional duties. §§ Sections 626 and 627 of the German Civil Code (BGB) remain unaffected.
31. You are obliged to compensate us for services already commenced or completed, as well as to reimburse us for expenses and outlays incurred by us up to the date of termination of the mandate agreement.
32. Our respective confidentiality obligations under the mandate agreement shall continue to apply for a period of 10 years after termination of the mandate agreement. All other provisions of the mandate agreement which establish rights and obligations of the contracting parties beyond the termination of the mandate agreement shall continue to apply for an unlimited period of time after the termination of the same.
Applicable law and place of jurisdiction
33. The mandate agreement and all non-contractual matters or obligations arising from the mandate agreement or the services shall be governed by German law.
34. The exclusive place of jurisdiction for all legal disputes arising in connection with the mandate agreement or the services shall be Gütersloh, Germany, or, at our option, (i) the court where our branch office primarily involved in the provision of the services has its registered office or (ii) the courts in the place where you have your registered office.
Other
35. The Mandate Agreement constitutes the entire agreement with respect to the Services and the other matters governed by the Mandate Agreement between the Parties and supersedes all prior agreements, understandings and representations with respect thereto, including any confidentiality agreements previously entered into.
(36) The mandate agreement and/or the service description (as well as amendments thereto) must be in writing pursuant to Section 126 (1) of the German Civil Code (BGB). For the effectiveness of the mandate agreement it is sufficient if each of the contracting parties signs a separate copy of the same document.
37. Each party assures the other that the person signing the mandate agreement and/or the description of services on their behalf are authorized to contractually bind the respective party.
38. You represent and warrant that your affiliates or other parties for whom the Services are provided will be bound by the terms of the Mandate Agreement and the Statement of Work.
39. You hereby agree that we may act for other clients - including your competitors.
40. No assignment of rights, obligations or claims under the Mandate Agreement is permitted.
41. Should one or more provisions of the mandate agreement be partially or completely invalid, void or otherwise unenforceable, this shall not affect the validity of the remaining provisions.
42. In the event of contradictions or ambiguities between the provisions of the mandate agreement, the following order of precedence shall apply (unless expressly agreed otherwise): (a) the Cover Letter, (b) the relevant Terms of Reference of the Mandate Agreement, (c) Declaration of Consent, (d) these General Terms and Conditions of Engagement, and (e) the other Annexes to the Mandate Agreement.
43. Neither party is entitled to use or refer to the name, logo or trademark of the other party without its prior consent.
44. Provided we obtain your prior consent through the enclosed consent form, we may publicly refer to your firm name in connection with the services provided or otherwise refer to you as our client.
45. Our subcontractors, shareholders, directors, partners or employees are entitled to rely on the restrictions set forth in Sections 14 through 17 and the provisions of Sections 18, 22, 23 and 38.

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