Terms and Conditions
1. Scope of application
1.1. These General Terms and Conditions, in the version valid at the time of contract conclusion, exclusively apply to all legal transactions between Tailored Leadership GmbH and its customers/clients.
1.2. These General Terms and Conditions also apply to future contractual relationships unless otherwise agreed.
1.3. In the case of conflicting terms and conditions of our customers/clients, the present General Terms and Conditions shall apply, unless the parties agree otherwise in writing.
1.4. In the event that individual provisions of these General Terms and Conditions are or become invalid, regardless of whether this occurs at the time of entering into the contract or at a later date, the parties shall endeavor to agree on an effective provision that most closely serves the economic purpose of the invalid provision. If no such agreement can be reached, the statutory provisions shall apply.
2. Scope
2.1. For all legal disputes arising from and in connection with the activities of Tailored Leadership GmbH to which these General Terms and Conditions apply, German law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods and any provisions of German law concerning conflict of laws.
2.2. The place of jurisdiction, if a corresponding agreement is permissible under Section 38 of the German Code of Civil Procedure (ZPO), shall be the competent district court at the registered office of the company, currently the Bielefeld District Court.
3. Service
3.1. The content, scope, duration, and timing of the service shall be determined exclusively by the written agreement between Tailored Leadership GmbH and its customers/clients.
3.2. If the duration and/or timing of the service is not specified, Tailored Leadership GmbH shall have the right to determine this. In this case, the service shall be announced at the latest 3 working days before its commencement.
3.3. Tailored Leadership GmbH shall act independently when executing the order, and its employees shall not be bound to a specific place of work or working hours, even when integrated into business processes.
3.4. Tailored Leadership GmbH shall be entitled to have the service provided by a suitably qualified employee, unless the contract specifically refers to the provision of a particular employee by name. In the event of the named employee's short-term unavailability, Tailored Leadership GmbH reserves the right to have the service provided by another employee.
3.5. If Tailored Leadership GmbH involves third parties in the execution of the contractual relationship with the customer/client, no direct contractual relationship shall arise between the customer/client and the third party, especially no employment relationship in terms of labor and social law.
4. Warranty
4.1. Tailored Leadership GmbH provides a service. A specific success of the service is not owed. The service is provided based on the offered service components and the contractual individual agreement of Tailored Leadership GmbH.
4.2. In cases where the provision of the service requires the customer/client's collaboration or relies on information, figures, and data provided by the customer/client, the customer/client shall be obligated to provide these as a basis for the proper provision of the service by Tailored Leadership GmbH, complete, correct, and in a timely manner.
4.3. Tailored Leadership GmbH is not obligated to review the accuracy and completeness of the documents, data, and materials provided.
5. Liability, Damages
5.1. Tailored Leadership GmbH shall only be liable to the customer/client for damages caused by Tailored Leadership GmbH, its employees, or third parties commissioned by Tailored Leadership GmbH in the event of intent or gross negligence. This does not apply in the case of personal injury.
5.2. For claims for damages, there is a limitation period of six months from the time when the customer/client becomes aware of the damage. The occurrence, extent, and causation of the damage must be proven by the customer/client.
6. Confidentiality, Data Protection
6.1. Tailored Leadership GmbH shall maintain confidentiality regarding all operational knowledge, information, and data of its customers/clients that it becomes aware of in the course of order processing and shall use the knowledge, information, and data received exclusively for the purpose of order processing. Tailored Leadership GmbH employees are also obligated to maintain confidentiality.
6.2. The storage of knowledge, information, and data shall take place to the minimum extent necessary and shall be deleted upon request of the customer/client, in accordance with Art. 17 of the General Data Protection Regulation (GDPR), provided there is no significant reason for maintaining the data storage, as defined by Art. 6 of the GDPR. Tailored Leadership GmbH is not a data processor within the meaning of Art. 28 of the GDPR. Deviations require an explicit agreement.
6.3. Tailored Leadership GmbH shall protect the copyrights of third-party information and works provided to it and shall obligate its employees to maintain confidentiality. The results of the work (customized services) according to the order become the property of the customer/client upon full payment. The processing tools on which the work results are based are exclusively intellectual property of Tailored Leadership GmbH and are not part of the order.
6.4. If Tailored Leadership GmbH's service requires an intervention in copyright-protected works of third parties, the customer/client shall provide appropriate intervention options or prove existing rights. Tailored Leadership GmbH is not liable for infringements resulting from the violation of copyright-protected works of third parties within the framework of order processing, at the instruction of the customer/client.
7. Fees/Invoicing
7.1. The fee shall be billed:
7.1.1. based on agreed lump sums, or
7.1.2. based on time units or person-days, unless otherwise agreed in writing. A person-day comprises 8 working hours.
7.2. In the case of billing according to section 7.1.1 above, invoicing shall occur upon contract conclusion. Payment is due and payable by the customer/client prior to service provision by Tailored Leadership GmbH (the customer/client is obliged to make advance payments).
For fees according to section 7.1.2, Tailored Leadership GmbH is entitled to submit interim invoices for partial services, as long as this is agreed in the contract or appears appropriate. Interim invoices shall be issued monthly for services rendered (Tailored Leadership GmbH is obliged to make advance payments). Otherwise, invoicing shall take place as a lump sum upon completion of the agreed service.
7.3. The service according to section 7.1.2 is conclusively rendered upon expiration of the agreed service period or upon notification of the completion of the agreed service by Tailored Leadership GmbH.
7.4. Tailored Leadership GmbH reserves the right to request advance payment in accordance with the provisions of Section 321 of the German Civil Code (BGB).
7.5. The due date of the fee claim is the invoice date, unless otherwise stated in the invoice. The invoice must be paid in full without deductions within 14 days from the aforementioned date into the bank account specified in the invoice. In the absence of a designated account, payment must be made into Tailored Leadership GmbH's account.
7.6. If the order is not fully completed (e.g., due to termination or impossibility of service provision), the service provided up to the point of termination must be settled. Billing shall be based on the completed portions of the service, taking into account partially completed services. If remuneration is based on person-days, payment shall include any partially completed person-day. If billing is based on time units, billing shall include the last partially completed time unit.
7.7. In the event of termination by the customer/client, Tailored Leadership GmbH is not precluded from providing evidence of further damages.
7.8. In contrast, when calculating damages, Tailored Leadership GmbH is not required to provide evidence of saved expenses or other income that could be realized after termination of the order.
7.9. Tailored Leadership GmbH is entitled to assign its claims from its contractual relationships.
7.10. If the customer/client is in default with payment obligations towards Tailored Leadership GmbH, all existing claims shall become due immediately.
7.11. Offset by the customer/client against counterclaims is excluded, unless the counterclaims are undisputed or legally established. Assertion of a right of retention by the customer/client is excluded, unless it is based on the same contractual relationship or the counterclaims are undisputed or legally established.
8. Customer/Client Cooperation
8.1. The customer/client shall provide Tailored Leadership GmbH with all necessary documents, materials, information, and documents to prepare for the provision of the service. Furthermore, the customer/client shall provide the organizational and technical prerequisites for the fulfillment of the order at their business premises or business location as required.
8.2. If necessary, the customer/client shall provide employees who are available to Tailored Leadership GmbH and who will be available at all times to provide the necessary supplementary information or activities during the execution of the order, thereby supporting the progress of the execution of the service by Tailored Leadership GmbH.
8.3. The content and scope of the customer/client's cooperation will be communicated by Tailored Leadership GmbH in a timely manner.
8.4. Non-performance or time delays, which are due to the customer/client or its employees' failure to comply (provision of material/human resources and information), are not the responsibility of Tailored Leadership GmbH. Tailored Leadership GmbH shall promptly notify the customer/client of any missing information or cooperation. In the event that the required cooperation still does not take place even after corresponding notification and an appropriate period has passed, Tailored Leadership GmbH has the right to terminate the contract with immediate effect. In this case, the remuneration is due in full. The proof of the customer/client's non-compliance (in terms of content and personnel) shall be provided by Tailored Leadership GmbH.
8.5. If agreed, Tailored Leadership GmbH shall provide a progress report on the status of the service. The type, scope, and frequency of reporting must be agreed in the contract. Tailored Leadership GmbH also agrees to prepare a final report if this is part of the contractual agreement.