General Terms and Conditions

§ 1 General

  1. The following terms and conditions shall apply to all services and all other output exclusively, unless the parties concerned have agreed otherwise.
  2. Deviating terms of the contractual partner (hereinafter Client), which have not been explicitly affirmed by HILT.CON in written form, are non- binding, even if not expressly contradicted. Changes and amendments to HILT.CON´s terms and conditions and contracts as concluded with the Client must be in writing, this also applies to the present written form.
  3. All legal relationships between the Client and HILT.CON shall be governed exclusively by the laws of the Federal Republic of Germany. The application of the UN Sales Convention is excluded.
  4.  The invalidity of the individual terms of this contract or its components affects the validity of the remaining terms. The contractors are required to replace or make good an inoperable resolution in a legally permissible and reasonable manner as well as in good faith by a similar arrangement that takes their economic success into account, providing that no significant change in the content of the contract is brought about, and the same applies if an issue in need of regulation is not specifically regulated.
  5. Place of fulfilment for the payment obligation is HILT.CON´s principal office. The place of performance for deliveries and services of HILT.CON is the place where it is to provide the service(s). In the event of any disputes arising from the contractual relationship, to the extent permitted by law, legal action shall be brought before the court having jurisdiction over HILT.CON’s registered office. HILT.CON shall also be entitled to sue in a court that has jurisdiction for the domicile or branch office of the Client or a branch of HILT.CON.
  6. If HILT.CON deems it necessary, subcontractors or freelancers may be used. The consent of the client is not required for this.

§ 2 Quotations, Remuneration, Scope of Performance and Contract Formation

  1. HILT.CON´s offers are subject to confirmation
  2. The order confirmation based on HILT.CON´s quotation/offer shall prevail the articled scope of work exclusively.
  3.  Partial services and the billing of these, as well as issuing advance invoices are allowed.
  4. The documents, which accompany the offer or order confirmation such as calculations of expenditure of time and external costs, are generally only to be understood as approximate unless they are referred to as binding. Significant overruns of the agreed frame of costs by more than 5% are only possible in agreement and consent with the Client. HILT.COLSULT is entitled to adjust costs at any given time whenever this is due to an unforeseeable overrun of costs at the time of quotation
  5. Unless expressly agreed otherwise, invoicing is based on HILT.CON´s hourly rate according to actual hours invested.
  6. Protocols with regard to work meetings between the Client and HILT.CON are valid after a week of receipt at the client as a binding basis for work.

§ 3 Third party costs / external costs

  1. Third party or external costs that can occur when using services as carried out by third parties (including subcontractors or freelancers) are to be remunerated (to HILT.CON) separately including documentation and plus a handling fee of 10 % of the net external fees, if no other agreement has been put in place or been found expressly.
  2. HILT.CON is authorized to enter into contracts with third parties on behalf and for the account of the client or the client’s behalf in his own name as part of the service or performance. Their bills (inasmuch as a stipulated external service) will be passed on by HILT.CON to the client, once factually and analytically audited for direct compensation or to be paid upfront or to be recharged to the client.

§ 4 Additional expenses

  1. Additional costs are costs that occur during the realisation of an order, in particular for communication services, phone, fax, and postal services such as couriers.
  2. Travel expenses will be billed as follows:
    • Rail journeys 1st class
    • Flights business class
    • Automotive journeys: € 0,50 / km
    • Hotel and charges as per need

§ 5 Prices and terms of payment

  1. Invoices issued by HILT.CON to the Client are payable  without deduction within 14 days. A 3% discount is granted for payment within 7 days on non-discounted services/items.. In case of a culpable payment delay of more than 30 days from the invoice date, the client automatically enters default without notice and under subject to the assertion of further claims, interest will be due to the amount of 9 percentage points above the according base interest rate of the European Central Bank.
  2. For the creation and revision of partner programmes and processes, invoicing is project-based on the basis of the fixed price according to the cost estimate.
  3. For the delivery of training services, remuneration is per time and participant according to the cost estimate.
  4. For the provision of services at events or trade fairs, remuneration shall be based on time spent. Travel expenses shall be reimbursed additionally.
  5. For services in connection with Channel Management and Channel Leadership as a Service, HILT.CON is booked for a defined period of time. There are several calculation aspects here:
    • Daily rates, which are invoiced on a monthly basis
    • Bonuses for subscribed sales partners, which are also invoiced monthly
    • Commission for turnover of subscribed partners – settlement per quarter (adapted to the respective settlement mode of the customer)
    • Reimbursement of travel expenses for meetings.
    • The specific compensation conditions are included in the respective cost estimate.
  6. The hourly rates applicable in each case are derived from the corresponding cost estimate. All services offered by HILT.CON do not include the legally applicable VAT or other possible domestic or foreign taxes related to the provision of services (including withholding taxes).
  7. If with the Client’s approval, so-called ‘artists’ (e.g. graphic designers, presenters, journalists, copywriters, etc.) will be employed as freelancers, and these costs are then being recharged to the Client as external costs HILT.CON is entitled to recharge any costs incurring that relate to their artists’ social security in accordance with the artist Social Security Act. There, the percentages apply that currently prevail at the date of performance.

§ 6 Changes or termination of services/works, terms/cancellation

  1. The Client is entitled to terminate pending services/jobs, abandon plans and other adopted measures or change them. In such cases, HILT.CON will immediately make provisions to meet instructions and to keep costs low. However, the Client obliges to free HILT.CON of all accrued liabilities, in case these have been approved previously or have been part of the already adopted measures, indemnify and replace all losses that may occur due to the termination, changes or cancellation. HILT.CON is entitled to remuneration in accordance with the agreement for already rendered services or their preparation.
  2. If the HILT.CON takes additional requests and requests for changes by the Client into account, consequential charges occur on the base of HILT.CON´s current hourly rates.
  3. As far as fixed terms have been agreed upon by HILT.CON and the Client, mutual rights and obligations will end upon termination of the agreed term.
  4. The individual contract term is determined by the respective cost estimates. Current contracts between HILT.CON and the client may be terminated by giving 30 days’ notice to the end of the month.
  5. Current contractual relationships between HILT.CON and its customer, which are intended to run for at least 6 months, are automatically extended by 3 months if they are not terminated by one of the parties with a notice period of 30 days to the end of the respective term.
  6. Termination of a contract shall be in writing only.
  7. The right to terminate the agreement for cause remains unaffected. Cause shall in particular be the non-payment of the agreed fee or if the client’s assets are affected by insolvency proceedings or an application has been filed for the commencement of insolvency proceedings.


§ 7 Offsetting and Retention

Offsetting and retention are excluded, unless the set- off claim is undisputed or legally binding.

§ 8 Dates and Deadlines

The specification of a deadline or due date is at our discretion and shall be reasonably extended if the Client delays or omits required or agreed contributions. The same applies to measures in the context of labour disputes, in particular strikes and lockouts or any unforeseen circumstances which are beyond the control of HILT.CON, e.g. delay in delivery of a pre-supplier, transport and equipment failure, material shortages or lack of energy etc. Also changes to the performance as requested by the Client may lead to a reasonable extension of the delivery period.

§ 9 Warranty

  1. The Client must indicate complaints in regards to the services rendered immediately on receipt, if by ordinary course of business this is to report to HILT.CON. If the Client neglects this indication, the service counts as approved, unless the complaint has not been detectable at a first examination. Moreover, § 377 et. Seq. HGB applies.
  2. Warranty claims shall be restricted to HILT.CON’s choice of correction or replacement. If correction or replacement fails, the Client shall reserve the right to ask for a rebate or rescission of the contract.
  3. Further claims by the Client, in particular those resulting from shortcoming consequential damages, unless they result from the lack of assured properties, exist only in accordance with § 10 and are otherwise excluded. Accordingly, this limitation shall not apply in particular in case of intent, gross negligence or breach of essential contractual obligations by HILT.CON.

§ 10 Liability and Limitation

  1. HILT.CON shall be liable for damages – for whatever legal reason – within the scope of fault-based liability in cases of intent and gross negligence. In the case of simple negligence, subject to statutory limitations of liability (e.g. care in our own affairs; insignificant breach of duty), HILT.CON shall only be liable
    • for damages resulting from injury to life, body or health,
    • for damages resulting from the breach of an essential contractual obligation (an obligation the fulfilment of which is essential for the proper performance of the contract and on the observance of which the contractual partner regularly relies and may rely); in this case, however, HILT.CON´s liability shall be limited to compensation for the foreseeable, typically occurring damage. Loss of profit will not be refunded.
  2. The limitations of liability resulting from paragraph 1 shall also apply to breaches of duty by or for the benefit of persons whose fault HILT.CON is responsible for in accordance with statutory provisions. They shall not apply if HILT.CON maliciously concealed a defect or exceptionally assumed a guarantee of quality and for claims of the customer under the Product Liability Act.
  3. HILT.CON is obliged to carry out the entrusted and assigned tasks with the technical and commercial due diligence of a IT or Sales professional (depending on the scope of the order) in good faith. It will advert the Client in time to weighty risks, which are recognisable for a IT or Sales professional. Obtaining regulatory approvals or the verification of the legality of measures taken regarding factual statements about products and services of the Client and documents submitted to HILT.CON, as well as other measures that are developed by HILT.CON on behalf of the Client, are not part of the scope of HILT.CON. Therefore, HILT.CON is not responsible for the legality of the content and / or the design of the work results. Likewise, HILT.CON is not obliged to carry out any preliminary tests with respect to existing rights of third parties (such as trademark and copyright) and takes no responsibility therefore.
  4. In this context, the Client indemnifies HILT.CON from third party claims, especially if HILT.CON has acted at the explicit request of the Client, even though it has communicated its concerns with regard to the admissibility of the action to the Client.
  5. Claims against HILT.CON expire within one year from the date the services are rendered. However, claims arising from intentional or grossly negligent conduct on the part of HILT.CON, for damages resulting from injury to life, body or health as well as under the Product Liability Act shall become statute-barred exclusively in accordance with the statutory limitation periods.

§ 11 Claims to services

  1. All rights to preliminary work, as well as other results of work of HILT.CON, in particular copyrights and rights of use and ownership remain at HILT.CON even after delivery of the results to the Client unless they have been expressly transferred in writing and / or acquired in accordance with the following paragraphs.
  2. The Client acquires with the complete fulfilment of all claims by HILT.CON (including debt and costs) the intellectual property rights in all of HILT.CON´s works, as part of the contract where the transfer is under German law and taking into account any rights of third parties, unlimited in time. The rights are transferred for the respective agreed territory. Excluded from the above transfer of intellectual property rights is the expertise of HILT.CON.

§ 12 Confidentiality

           The parties undertake to maintain confidentiality about all business secrets of which they become aware through the cooperation. In those areas in which one of the parties makes use of third parties to fulfil its tasks, the third parties shall assume the same obligation. Confidentiality shall be maintained for the duration of the cooperation and beyond. All documents provided by one party shall be returned by the other party after termination of the cooperation or destroyed upon request.

(End of the general terms and conditions of HILT.CON)