Allgemeine Geschäftsbedingungen (AGB)

§ 1 General, Scope of Application

The following General Terms and Conditions (hereinafter: “Terms and Conditions”) apply exclusively; conflicting or deviating terms and conditions of the customer are not recognized unless DressenCoaching has expressly agreed to their validity in writing. The Terms and Conditions shall also apply if DressenCoaching renders services without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.

All agreements made between DressenCoaching and the customer for the purpose of executing this contract are set forth in writing in the contract.

§ 2 Conclusion of Contract

The contract is concluded by the customer’s acceptance of the offer submitted by DressenCoaching.

Contact by the customer with DressenCoaching prior to submission of an offer by DressenCoaching is generally treated as an invitation to DressenCoaching to submit an offer to the customer.

§ 3 Type and Scope of Services

The type and scope of services shall be determined by the specific agreements between the parties themselves.

Contact by the customer with DressenCoaching prior to submission of an offer by DressenCoaching is generally treated as an invitation to DressenCoaching to submit an offer to the customer.

§ 4 Duties and Obligations of the Customer

The customer shall provide DressenCoaching with all information and documents required for the performance of the agreed service free of charge and without delay.

§ 5 Performance dates and deadlines

Performance dates and deadlines are only binding if DressenCoaching confirms them expressly and in writing.

Adherence to the time of performance requires that the customer has created all prerequisites within its control for the performance of the service by DressenCoaching. The defense of non-performance of the contract remains reserved.

In the event of an unforeseeable, unavoidable impediment to performance beyond the control of DressenCoaching (e.g. operational disruption), the performance dates and deadlines shall be extended for the period of their duration. They do not constitute a right of withdrawal of the customer. The same applies to force majeure.

If DressenCoaching is responsible for the delay in performance, the customer is only entitled to withdraw from the contract if it has set a reasonable deadline for performance and this deadline has expired without success.

§ 6 Acceptance

DressenCoaching shall make the service available to the customer for inspection and acceptance after it has been completely rendered.

After successful testing, the customer shall immediately declare acceptance or notify DressenCoaching of any defects found; in each case in writing.

If the customer does not declare acceptance without undue delay, DressenCoaching may set a reasonable deadline for such acceptance; acceptance shall be deemed to have taken place if the customer does not notify DressenCoaching in writing of the reasons for refusing acceptance within such deadline.

§ 7 Warranty

DressenCoaching warrants that the agreed type and scope of services have the agreed quality and are not afflicted with defects that impair the suitability for the use assumed under the contract. The customer is aware that according to the state of the art it is not possible to create a program that is completely free of errors.

In the event of subsequent performance, DressenCoaching shall be entitled to either remedy the defect or produce a new work. If the subsequent performance is impossible or involves disproportionately high costs, DressenCoaching is entitled to refuse it. In any case, the costs of subsequent performance shall be limited to the amount of the order value.

If the subsequent performance fails, the customer shall be entitled to demand rescission or reduction at its option.

Defects in a partial performance shall not entitle the customer to make a complaint as a whole, unless the partial performance is of no interest to the customer.

The limitation period for warranty rights is two years. It begins with the acceptance in accordance with § 6 of the terms and conditions.

§ 8 Remuneration and terms of payment

The amount of remuneration shall be agreed upon individually by the parties.

After conclusion of the contract with a company, a payment in the amount of 50 % of the agreed remuneration is due. A further payment in the amount of 25 % of the agreed remuneration is due after the service has been handed over for inspection by the customer. The final payment in the amount of 25 % of the agreed remuneration is due after acceptance of the service by the customer. All payments shall be made within three working days of the respective event giving rise to the due date; the statutory provisions concerning the prerequisites and consequences of default in payment shall apply. If a customer defaults on the payment of an invoice, all outstanding invoices against him shall become due for payment.

After the conclusion of a contract with an individual, a payment in the amount of 100% of the agreed remuneration is due.

The customer is only entitled to set-off rights if his counterclaims are legally established, undisputed or recognized by DressenCoaching. In addition, the customer is entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship.

If the fulfillment of the payment claim is endangered due to a deterioration of the financial circumstances of the customer that occurred or became known after the conclusion of the contract (in particular application for insolvency or opening of insolvency proceedings), DressenCoaching may demand further advance payment and suspend further work. The customer shall compensate DressenCoaching for any damage resulting therefrom. DressenCoaching is also entitled to these rights if the customer is in default of payment for services based on the same legal relationship.

The limitation period for the payment claim of DressenCoaching is four years.

§ 9 Rights of Use and Third Party Rights

Upon acceptance and payment of the agreed remuneration, the customer acquires the right of use, unlimited in time and space, extending to all known and unknown types of use.

DressenCoaching warrants that the performance results rendered within the scope of this contract are free of third party intellectual property rights or holds corresponding licenses and is entitled to pass them on.

§ 10 Compensation for Damages and Statute of Limitations

The Customer shall only be entitled to claim damages or reimbursement of expenses in the following cases: injury to life, body or health; intentional or grossly negligent causation of the damage; breach of an essential contractual obligation, the fulfillment of which is a prerequisite for the proper performance of the contract and on the observance of which the contractual partner may regularly rely (“cardinal obligation”); claims for damages under product liability law; claims in the event of fraudulent concealment of a defect or the provision of a quality guarantee.

The liability is limited to the foreseeable, typically occurring damage up to the amount of the order value, unless DressenCoaching can be accused of an intentional breach of contract, an essential contractual obligation (“cardinal obligation”) is breached, or a claim is made for compensation for damage instead of performance.

Further claims for damages or reimbursement of expenses against DressenCoaching, regardless of the legal reason, are hereby excluded.

The claims for liability for material defects and for damages or reimbursement of expenses, regardless of the legal basis, shall become statute-barred 12 months after acceptance. Excluded from this are the cases mentioned in paragraph 1. Here, the period shall be 24 months. Insofar as the liability for damages against DressenCoaching is limited, this shall also apply with regard to the personal liability for damages of employees, representatives and vicarious agents.

§ 11 Secrecy

DressenCoaching and the customer undertake not to disclose or make available to third parties any business and trade secrets as well as any information that has become known or will become known during the contractual relationship without the consent of the other contractual partner. The contractual partners shall take all precautionary measures to maintain confidentiality. This shall also apply for the time after termination of the contract.

The obligation assumed under § 11, No. 1 shall not apply to technical knowledge and information which was previously known to the respective contracting party, is in the public domain or the disclosure and use of which has been agreed in writing.

The contractual partners shall also impose this obligation of confidentiality and compensation on their employees and consultants.

§ 12 Place of Jurisdiction – Place of Performance – Choice of Law – Severability Clause

If the customer is a merchant, the place of jurisdiction is the place of business of DressenCoaching; however, DressenCoaching is also entitled to sue the customer at the court of its domicile.

The law of the Federal Republic of Germany shall apply.

The place of business of DressenCoaching is the place of performance.

Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining GTC shall remain unaffected.