Orders placed with FOSTEC & Company GmbH, formerly FOSTEC Commerce Consultants and FOSTEC Trade & Consulting, hereinafter referred to as “FOSTEC”, are concluded and executed exclusively according to these General Terms and Conditions. Conflicting conditions of the client are not valid, unless and until they have been recognised in writing.
2. FOSTEC Services
- FOSTEC’s activity consists – unless otherwise agreed in individual cases – in the independent and autonomous advising of the client as a service.
- Concrete success is neither guaranteed, nor are we liable for it. The client decides at their sole discretion about the timing, nature and scope of the measures recommended by or agreed with FOSTEC. This applies even if FOSTEC oversees the implementation of coordinated plans or measures by the client.
- The specific content and scope of the work to be performed by FOSTEC is based on the order issued in writing. If the need for additional or supplementary activities arises, FOSTEC will make the client aware of this. In this case, the amendment of an order shall also consist in the requesting or acceptance of additional or supplementary activities by the client.
- In carrying out its work, FOSTEC will assume all information and documents provided by the client to be complete and correct. This also applies for transmitted numerical data. FOSTEC is not obliged to check their accuracy, completeness or compliance, or to carry out its own research. This also applies where plausibility checks or valuations to be carried out within the framework of the FOSTEC order are based solely on the information, statements or documents shared by the client and do not include the verification of this information.
- The provision of legal or tax consulting activities is excluded as content of the contract.
- The dissemination or presentation of FOSTEC’s written analyses or results to third parties requires the prior consent of FOSTEC and should take place solely in the interest and by order of the customer. The third party is thus not included in the scope of protection covered by the contract between the client and FOSTEC. This shall also apply if the third party wholly or partly bears the remuneration of the activities of FOSTEC for the customer, or assumes responsibility for this.
3. Client’s Duty to Cooperate
- The client shall provide FOSTEC with the information and documents necessary for the performance of the order in a complete state and with the correct content.
- If the client does not or not completely fulfil their obligations of cooperation at the request of FOSTEC, FOSTEC is entitled, but not obliged, to terminate the concluded contract without notice following prior written notification. In this case, FOSTEC may charge the customer either for the services rendered up to the time of termination or for the agreed or forecast total compensation minus expenses saved by the premature termination of the contract.
- Upon request, the client shall issue to FOSTEC a declaration of completeness in which it is confirmed that the information and documents provided by them are complete and correct and that there is no known evidence that could call into question their completeness and correctness.
- Unless otherwise agreed in writing in individual cases, the services of FOSTEC shall be calculated and remunerated in accordance with the currently applicable net daily rates of EUR 3,500, plus expenses, ancillary costs and daily allowances. Unless otherwise expressly agreed, this also applies to the first consultation.
- FOSTEC is entitled to charge appropriate advances or instalments commensurate with the work expected to be performed. The consultation period begins after the first advance invoice has been settled.
- If retainers, advance payments or other FOSTEC invoices are not settled or not settled in full, FOSTEC is entitled to discontinue further activities until the outstanding claim has been fully settled. In addition, FOSTEC may terminate the contract without notice following the written notification and subsequent expiry of a grace period with threat of termination. In this case, FOSTEC may charge the customer for the services actually provided up to the time of termination or for the agreed or forecast total compensation minus expenses saved by the premature termination of the contract.
- The time and compensation forecasts provided FOSTEC in relation to the execution of an order represent a non-binding estimate, since the time required can depend on factors that are outside of FOSTEC’s control.
- If the predicted amount of time or compensation is exceeded due to circumstances that are the responsibility of the client (e.g. insufficient cooperation by the client), the resulting additional expenses shall be remunerated according to FOSTEC’s applicable daily rates. The same applies to exceedances of up to 20% if they are based on other causes.
5. Extended Agreement for Talks and Moderation
- If the event is cancelled by the customer up to 30 days before the start of the event, 50% of the agreed fee must be paid; in the event of cancellation within this 30 days, the full fee must be paid. If costs are incurred to the speaker due to the cancellation of the talk, for example the rebooking or cancellation of flights, these are also to be borne by the customer.
- In the event that the speaker cancels with valid reasons after confirmation of the order, FOSTEC will make every effort to provide the customer with equivalent resources and opportunities. However, there is no legal claim to compensation or claims derived from this event. For its part, the customer is not obliged to book the speaker proposed as substitute. Advance payments already made will be refunded to the customer.
- Permission to produce a printout of the talk, e.g. within the framework of conference documentation, generally does not exist. A printout, including a printout of an excerpt, may only be made after written agreement with the speaker. All texts that the customer/client publishes via the speaker. e.g. for invitation purposes, must be agreed in writing with FOSTEC and/or the speaker. The same applies to recordings on sound or image carriers, unless they have been previously approved in writing by the speaker.
6. Payment Terms
- The remuneration agreed with FOSTEC refers to gross prices including VAT, insofar as the customer is a consumer in the sense of § 13 BGB (German Civil Code); in all other cases, they refer to net prices, which are payable plus the applicable statutory VAT.
- FOSTEC invoices are due without deductions upon receipt by the customer. Accounts receipts, advance payments and advances must be transferred no later than the 5th calendar day after the invoice date to the account specified by FOSTEC. Partial payments, advance payments and retainers must be transferred no later than the 5th calendar day after the invoice date to the account specified by FOSTEC. Final invoices are to be transferred to the account specified by FOSTEC no later than the 15th calendar day after the due date.
- If the client is a consumer, they will be considered to be in default of payment upon receiving a reminder from FOSTEC, and at latest 30 days after receipt of the invoice. In this case, default interest is to be paid in the statutory amount.
- If the client is not a consumer, they will be considered to be in default of payment by exceeding the payment term; a reminder is not required for this. From the beginning of the default period, default interest amounts to 8% above the current base interest rate.
- The client may only set off against undisputed or legally established counterclaims, unless § 354a HGB (German Commercial Code) stipulates otherwise; in all other cases, the right to set-off is excluded. If the customer is not a consumer, they is only entitled to exercise a right of retention if their counterclaims are legally established or undisputed.
Liability – on whatever legal grounds and in particular for loss of confidentiality, the availability or integrity of data or consequential damage – is excluded. This also applies to the liability of employees, representatives and vicarious agents. The disclaimer does not apply
a) insofar as we or our representatives, employees or vicarious agents are charged with intent and / or gross negligence,
b) for negligently or intentionally caused damage resulting from injury to life, body or health by us or our vicarious agents
c) for claims under the German Product Liability Act.
The liability for the breach of cardinal obligations is limited to damages that can reasonably be expected. The liability per case amounts to a maximum of € 250,000,
8. Final Provisions
- The place of fulfilment for all services is Stuttgart.
- The exclusive place of jurisdiction for all disputes arising from the order (including those in the documentary and bill of exchange proceedings and/or the dunning proceedings) is Stuttgart, insofar as the customer is a merchant, a special fund under public law or a legal entity under public law. If the customer is not a merchant, the place of jurisdiction shall also be Stuttgart, insofar as the customer has no place of jurisdiction in Germany at the time of filing the complaint, has their habitual residence and / or domicile outside of Germany, has relocated outside of Germany or if their domicile or habitual residence is unknown.