Terms and Conditions

Terms and Conditions

for the provision of services by aestimamus GmbH & Co. KGaA, Fritz-Schäffer-Str. 1, 53113 Bonn, Germany,
E-mail: info@aestimamus.com (hereinafter referred to as the “Contractor”)
towards its clients (hereinafter referred to as the “Client”)

1. General Conditions

1.1 These General Terms and Conditions (“GTC”) for the provision of services apply to all contracts concluded between the Client and the Contractor with the inclusion of these GTC.

1.2 The Contractor does not enter into contracts with consumers or private individuals.

1.3 The Contractor is entitled, in its own name and for its own account, to subcontract the necessary services to third parties, who may in turn engage further subcontractors. The Contractor remains the sole contractual partner of the Client. Subcontractors will not be engaged if it is evident to the Contractor that their involvement conflicts with the legitimate interests of the Client.

1.4 If additional contractual documents or other terms and conditions in text or written form become part of the contract alongside these GTC, the provisions of such additional documents shall prevail over these GTC in the event of any conflict.

1.5 The Contractor does not recognize any general terms and conditions used by the Client that deviate from these GTC, unless expressly agreed in writing.

2. Subject Matter of the Contract and Scope of Services

2.1 The Contractor provides the following services to the Client as an independent contractor:

Management consulting with a focus on services in the area of selection and development of executives through diagnostic methods (e.g., assessments conducted on-site or remotely).

2.2 The specific scope of services shall be defined in individual agreements between the Contractor and the Client.

2.3 The Contractor shall perform the contractually agreed services with the greatest possible care and diligence, in accordance with the latest standards, rules, and professional insights.

2.4 The Contractor is obligated to provide the services owed under the contract. However, in performing its activities, the Contractor is not subject to instructions regarding the manner, place, or time of performance. The Contractor shall independently schedule its working days and time allocation in such a way as to ensure optimal efficiency in fulfilling the contractual purpose. Service provision shall take place only in coordination with the Client.

3. Client’s Duty to Cooperate

The Client is responsible for providing all information, data, and other content required for the fulfillment of the services completely and correctly. The Contractor shall not be liable in any way for delays in performance resulting from late or insufficient cooperation or input by the Client. The provisions under the heading “Liability / Indemnification” remain unaffected.

4. Invoicing

4.1 The remuneration shall be agreed individually in the contract.

4.2 Remuneration shall be payable after the services have been rendered. If remuneration is calculated based on time periods, it shall be due after the expiry of each respective period (Section 614 German Civil Code). In the case of effort-based billing, the Contractor is entitled, unless otherwise agreed, to invoice services on a monthly basis.

4.3 After completion of the services, the Contractor shall issue an invoice to the Client by post or e-mail (e.g., as a PDF). Payment shall be due within 14 days of receipt of the invoice.

5. Liability

5.1 The Contractor shall be liable without limitation for any legal reason in cases of intent or gross negligence, for intentional or negligent injury to life, body, or health, due to a guarantee, insofar as nothing else is regulated, or due to mandatory statutory liability. In the event of negligent breach of a material contractual obligation, liability shall be limited to the foreseeable damage typical for the contract, unless unlimited liability applies under the preceding sentence. Material contractual obligations are obligations essential to achieving the contractual purpose, the fulfillment of which enables proper performance of the contract and on whose compliance the Client may regularly rely. Any further liability of the Contractor is excluded. These liability provisions also apply to the liability of the Contractor’s agents and legal representatives.

5.2 The Client shall indemnify the Contractor against all third-party claims asserted against the Contractor due to violations by the Client of these contractual terms or applicable law.

6. Contract Duration and Termination

6.1 The duration of the contract and the notice periods for ordinary termination shall be agreed individually by the parties.

6.2 The right of both parties to terminate the contract without notice for good cause remains unaffected.

6.3 Upon termination of the contract, the Contractor shall immediately return or destroy all documents and other content provided, at the Client’s discretion. Any right of retention is excluded. Electronic data shall be deleted completely. This does not apply to documents and data subject to statutory retention obligations, but only until the expiry of the respective retention period. Upon request, the Contractor shall confirm deletion in writing.

7. Confidentiality

7.1 The Contractor shall treat all matters becoming known in connection with the assignment as strictly confidential. The Contractor undertakes to impose the confidentiality obligation on all employees and/or third parties who have access to the contractual information. This confidentiality obligation shall remain in effect indefinitely beyond the term of the contract.

7.2 The Contractor undertakes to comply with all applicable data protection regulations, in particular the provisions of the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act.

8. Final Provisions

8.1 The laws of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

8.2 Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected.

8.3 The Client shall support the Contractor in the performance of the contractually agreed services through appropriate cooperation, insofar as required. In particular, the Client shall provide the Contractor with all information and data necessary for fulfilling the assignment.

8.4 If the Client is a merchant, a legal entity under public law, a special fund under public law, or has no general place of jurisdiction in Germany, the parties agree that the Contractor’s registered office shall be the place of jurisdiction for all disputes arising from this contractual relationship. Exclusive statutory jurisdictions remain unaffected.

8.5 The Contractor is entitled to amend these GTC for objectively justified reasons (e.g., changes in case law, legislation, market conditions, or business strategy) while observing an appropriate notice period. Existing clients shall be informed by e-mail at least two weeks prior to the effective date of the changes. If the existing client does not object within the period specified in the notification, consent shall be deemed granted. In the event of objection, the amendments shall not take effect; the Contractor shall then be entitled to terminate the contract extraordinarily as of the effective date of the amendment. The notification shall indicate the deadline and the consequences of objection or failure to object.