Uphill Projects GmbH operates the website "www.changemanagersiegen.com".

 

General Terms and Conditions

of Uphill Projects GmbH

PREAMBLE
The following General Terms and Conditions are a translation of the original version in German language. In case of any uncertainties, inconsistencies or incongruencies, the German version reigns supreme over the translation.

§ 1 Scope of the Terms and Conditions

(1) These General Terms and Conditions apply to all contracts between Uphill Projects GmbH and its clients. Conflicting or deviating terms, conditions, and/or purchasing conditions will not be recognized unless their validity is expressly agreed to in writing.

(2) These General Terms and Conditions are based on German law and apply both in Germany and abroad, provided the parties expressly or implicitly recognize them. Amendments and side agreements are only effective if agreed upon in writing by both parties.

(3) If any provision of this contract is invalid or if the contract contains a gap, the validity of the remaining provisions shall not be affected. The contracting parties are then obliged to agree on a substitute provision that comes as close as possible to the economic purpose of the invalid clause.

(4) To the extent that individual contractual agreements have been made between the contracting parties, these shall take precedence over the provisions of these General Terms and Conditions. These General Terms and Conditions shall then apply only supplementarily, insofar as and to the extent that nothing or nothing different is regulated in the individual contract.

(5) The contractor does not recognize any general terms and conditions of the client that deviate from these terms, in whole or in part, unless the contractor has expressly agreed to them in writing. These General Terms and Conditions apply exclusively, even if the contractor performs its services unconditionally while being aware of the client's conflicting terms and conditions.

§ 2 Services of the Contractor and Cooperation of the Client

(1) The contractor provides consulting services for its clients in the areas of strategy, change management, and technology.

(2) The parties agree that the contractor is only obligated to provide services, not to create a specific work or achieve a particular result. The parties also agree that the contractor’s obligation to perform service contracts does not change, even if the contractor is required to document the results of its services in writing or to prepare and deliver corresponding reports, studies, and the like. Such written reports, studies, and the like, unless expressly agreed otherwise in writing, do not constitute expert opinions and merely reflect the essential content of the service process and outcome.

(3) The client is obligated to cooperate and must perform the required acts of cooperation fully and on time. If the client fails to cooperate and thus prevents the contractor from providing its services, Uphill Projects GmbH's claim for payment remains unaffected.

(4) Regarding the services to be provided by Uphill Projects GmbH to the client, Uphill Projects GmbH has the right to determine the specific nature of the performance.

§ 3 Formation of Contracts

(1) The contract between Uphill Projects GmbH and the client is generally concluded after an offer has been submitted and accepted by the client.

(2) The contract is also concluded if the client makes an initial payment.

(3) For contracts concluded by phone or video conference, Uphill Projects GmbH will send the client a confirmation upon request after the contract has been concluded, which is, however, only of declaratory nature.

§ 4 Compensation and Payment Terms

(1) The prices indicated by Uphill Projects GmbH are fixed prices. The stated prices are net, plus the applicable statutory VAT.

(2) The compensation of Uphill Projects GmbH is due immediately upon invoicing unless a different payment method has been agreed upon.

(3) Offsetting with counterclaims is only permitted if the other contracting party has recognized the offsetting in writing or if the counterclaim has been legally established. The same applies to the exercise of a right of retention by either party.

(4) By paying the invoices of Uphill Projects GmbH, the client or third parties commissioned by the client acknowledge the claims asserted in the respective invoice. Claims for repayment are excluded.

(5) Objections to the invoices of Uphill Projects GmbH must be raised in writing within 20 working days (or four calendar weeks) after receipt; later objections are excluded.

(6) If the contract ends before its complete execution, Uphill Projects GmbH shall receive a proportionate share of the compensation corresponding to the scope of its services rendered.

§ 5 Fulfillment

(1) The contractor will perform the agreed services according to the offer with due care. Uphill Projects GmbH is entitled to engage qualified third parties as subcontractors to execute the order. The parties further agree that Uphill Projects GmbH is not responsible for legal, tax, or auditor-related activities. If Uphill Projects GmbH arranges for the provision of such activities by engaging qualified professionals, it acts only as an intermediary and is not itself liable or contractually bound for such activities.

(2) Upon the client’s request, the contractor will provide information on the services rendered under the contract within a reasonable period.

§ 6 Third-Party Rights

(1) The client guarantees that any materials provided to the contractor are free from third-party rights or that the necessary permissions for the purposes of the main contract have been obtained. The client shall indemnify the contractor from any third-party claims in this regard.

§ 7 Rights of Use

(1) The client receives a simple right of use concerning the documents provided by the contractor.

(2) All copyrights and rights arising from supplementary competition law protection of all documents created by Uphill Projects GmbH for the purpose of providing the contracted services remain exclusively with Uphill Projects GmbH.

(3) The use, reproduction, and publication of such documents created by Uphill Projects GmbH for the purpose of providing the contracted services are permitted for the client only for its own operations and for the contractually intended purposes.

(4) The transfer of Uphill Projects GmbH's work results to third parties requires the written consent of Uphill Projects GmbH unless the contract itself implies consent to the transfer.

(5) § 7 Clause (1) applies only under the condition that the client has fully paid the compensation due under the main contract.

§ 8 Liability

(1) The liability of Uphill Projects GmbH for damages to the client is excluded unless there is intentional or grossly negligent fulfillment of obligations. Uphill Projects GmbH is liable, however, for damages resulting from culpable injury to life, body, or health, as well as damages arising from the culpable violation of essential contractual obligations (so-called cardinal obligations); in the latter case, liability is limited in the event of slight negligence to foreseeable, typical damages at the time of contract commencement.

(2) Uphill Projects GmbH is not liable for lost production or lost profits of the client. Liability for the success or achievement of specific client goals is generally excluded unless expressly agreed otherwise in writing.

§ 9 Data Protection and Data Security

(1) The client agrees that data and information exchange with the contractor and all project participants may also take place via unencrypted emails. If the client wishes that data not be sent via unencrypted emails and attachments, they will inform the contractor in writing—either for individual cases or generally. In this case, email attachments will be encrypted so that the recipient can only open them with a password. If encryption is requested for data transmission from the client to the contractor and vice versa, encryption methods that ideally can be used with standard software (e.g., MS Office) and without additional installations must be applied.

(2) Uphill Projects GmbH is entitled to collect, process, and store personal data of the client and its employees as part of its activities using automated systems. Uphill Projects GmbH is also permitted to transfer such data to suitable third parties (e.g., data centers) for the contract’s purpose. If third parties are involved in data analysis, Uphill Projects GmbH will ensure their confidentiality obligations.

(3) The client is aware that unencrypted email content and their attachments may be read by unauthorized third parties. Nevertheless, the client agrees to communication and transmission of documents via unencrypted email. If the client wishes another communication method, they will notify Uphill Projects GmbH in writing.

§ 10 Confidentiality

(1) Uphill Projects GmbH undertakes to maintain confidentiality regarding all facts it learns in connection with the execution of the contract, unless the client releases it from this obligation.

(2) The confidentiality obligation does not apply if disclosure is necessary to protect the legitimate interests of Uphill Projects GmbH. Uphill Projects GmbH is also released from the confidentiality obligation to the extent that it is required to provide information and cooperate under the terms of its professional liability insurance.

§ 11 Alternative Dispute Resolution

Uphill Projects GmbH is not obliged to participate in a dispute resolution procedure before a consumer arbitration board and will decide on participation on a case-by-case basis.

§ 12 Applicable Law / Jurisdiction

German law applies exclusively. The place of jurisdiction is Siegen.

Terms and Conditions as of: June 26th, 2024