General Terms and Conditions of Business and Use

BPM&O GmbH offers various services with regard to the planning, preparation and implementation of business or technical decisions and projects, particularly in the following areas:

  • Process management
  • Organizational development
  • Process optimization
  • Corporate management/Management consulting
  • Personnel consulting for process management & organizational development
  • Controlling Administration and organization

The following terms and conditions of use apply:

    • The general terms and conditions for consulting services can be found at: bpmo.de/agb
    • The general terms and conditions for further training can be found at: bpm-akademie.de/agb
    • The terms of use for the BPM&O e-learning platform can be found at: bpm-akademie.de/agb/agb-elearning
    • The general terms and conditions for events can be found at: Terms and conditions for events

General Terms and Conditions for Consulting Services of BPM&O GmbH

§ 1 Scope of application and provider

1 BPM&O GmbH (hereinafter: BPM&O), Domstraße 37, 50668 Cologne, Germany, provides consulting services related to process management and process-oriented organizational development on the basis of the following General Terms and Conditions (GTC) and individual service descriptions (offer).

2. Individual contractual agreements shall take precedence over these General Terms and Conditions.

3. Deviating, conflicting or supplementary General Terms and Conditions shall not become part of the contract unless their validity is expressly agreed.

§ 2 Subject matter of the contract / scope of services

1. The subject matter of a contractual relationship (hereinafter: order) is the agreed consulting activity, not the achievement of a certain economic success or the preparation of expert opinions or other works. BPM&O’s services shall be deemed to have been rendered when the services specified in BPM&O’s offer or in the order or agreed in writing with the client by clarification of the order have been performed.

2. At the request of the client, BPM&O shall provide information on the status of the execution of the order or, after execution of the order, render an account in the form of a written report reflecting the essential content of the process and results of the consultancy. If BPM&O is to prepare a comprehensive written report, in particular for submission to third parties, this must be agreed separately.

3. BPM&O carries out all work with the utmost care and always in accordance with the individual situation and needs of the client.

4. BPM&O undertakes to accurately and completely reflect the situation of the company in surveys and analyses with regard to the issues arising from the order situation. Data supplied by third parties or by the client shall only be checked for plausibility. The conclusions and recommendations to be derived from the investigations are made to the best of our knowledge and in accordance with recognized rules of science and practice. The recommendations are presented in an understandable and comprehensible manner.

5. Unless otherwise agreed, BPM&O may make use of expert subcontractors for the execution of the order, whereby it shall always remain directly obligated to the client. BPM&O shall deploy trained employees with the necessary specialist knowledge and shall supervise and monitor them on an ongoing basis during the execution of the order. In all other respects, BPM&O shall decide at its own discretion which employees it deploys or replaces.

§ 3 Changes to services

1. BPM&O undertakes to comply with the client’s requests for changes insofar as this is reasonable within the scope of its operational capacities, in particular with regard to effort and time planning.

2. To the extent that the examination of the change options or the realization of the desired changes affect the terms of the contract, in particular the expenses of BPM&O or the schedule, the parties shall – if necessary – agree on an appropriate adjustment of the components of the contract, in particular an increase in remuneration and postponement of deadlines. Unless otherwise agreed, BPM&O shall in this case carry out the work without taking the change requests into account until the contract is adjusted.

3. If a comprehensive review of the additional expenditure is necessary, BPM&O may request a separate commission for this. Amendments and additions to the order must be made in writing to be effective. Minutes of relevant meetings or the status of the project shall satisfy this requirement if they are signed by the authorized representatives of both parties.

§ 4 Duty of confidentiality / data protection

1. BPM&O undertakes to maintain confidentiality for an unlimited period of time regarding all information or business and trade secrets of the client designated as confidential which become known to it in connection with the order. Disclosure to third parties not involved in the execution of the order may only take place with the written consent of the client.

2 BPM&O undertakes to oblige all persons it deploys to carry out the order to comply with this provision.

3 BPM&O is authorized to process the personal data entrusted to it or have it processed by third parties within the scope of the purpose of the order in compliance with data protection regulations.

4. The statutory data protection regulations are of course complied with.

§ 5 Obligations of the client to cooperate

1. The client is obliged to support BPM&O to the best of its ability and to create all conditions necessary for the proper execution of the order in its sphere of operation; in particular, it must provide all documents necessary or significant for the execution of the order in good time.

2. At the request of BPM&O, the client shall confirm in writing the accuracy and completeness of the documents submitted by him as well as his information and verbal statements.

§ 6 Remuneration / Terms of payment / Offsetting

1. The fee for the services of BPM&O shall be calculated according to the time spent on the work (time-based fee) or agreed in writing as a fixed price. A fee to be paid according to the degree of success or only in the event of success is always excluded. Unless otherwise agreed, BPM&O shall be entitled to reimbursement of expenses in addition to the fee claim. Details of the method of payment are set out in the contract.

2. Insofar as longer-term framework agreements are invoiced on a time and material basis, the current price list or the BPM&O prices agreed in the offer/order shall apply. In the case of contracts concluded in the last quarter, the agreed prices shall also apply for the following year. If the price change exceeds the usual market prices by more than an insignificant amount, the Client may terminate the contract.

3. Invoices are sent to the client by e-mail in PDF format after the agreed consulting activity has been carried out. If a paper invoice has been requested, this will be sent to the client by post. Payment is due upon invoicing and payable within 14 days without any deductions.

4. The applicable statutory value added tax shall be added to all prices and shown separately in the invoices.

5. Several clients (natural persons and/or legal entities) shall be jointly and severally liable.

6. Offsetting against claims of BPM&O for remuneration and reimbursement of expenses is only permitted with undisputed, legally established claims or claims ready for decision.

§ 7 Remedy of defects

1. Insofar as the services can be rectified, BPM&O shall remedy any defects for which it is responsible, insofar as this is possible at reasonable expense. The Client shall notify BPM&O of any defects in writing without delay, but at the latest within six months of performance.

2. If the rectification of defects fails, the client may also demand a reduction in the remuneration or rescission of the contract. if the order has been placed by an entrepreneur, a legal entity under public law or a special fund under public law, the client may only demand rescission of the contract if the service provided is of no interest to him due to the failure of the rectification of defects. Section 8 shall apply to any further claims for damages.

§ 8 Liability

1. Liability for slight negligence shall otherwise only exist in the event of a breach of material contractual obligations. In this case, as well as in the case of intent and negligence, BPM&O shall only be liable to the amount of the typically foreseeable damage, taking into account all relevant and recognizable circumstances. For a single case of damage, it is limited to a maximum of EUR 250,000. An individual case of damage is deemed to be the sum of the claims for damages of all claimants resulting from a single, temporally coherent, definable and in this respect uniform service. If a significantly higher risk of damage is foreseeable, BPM&O shall be obliged to offer the client a higher liability sum, whereby the client may adjust its remuneration accordingly. BPM&O shall not be liable for the improper application or implementation by the client of the recommendations contained in the services or in the working documents.

2. BPM&O shall be liable to the Client, irrespective of the legal grounds, for damages caused by it or its executive bodies or executive employees intentionally or through gross negligence. The above exclusion of warranty shall not extend to liability for damage to life, limb or health for which BPM&O is responsible. The fault and breach of duty of BPM&O shall be deemed equivalent to that of a legal representative or vicarious agent.

3. Claims for damages by the client against BPM&O shall become time-barred two years after the claim arises and must be acknowledged or recognized, but in any case five years after the claim arises. The shortening of the limitation period shall not apply in cases of intent or fraudulent intent.

§ 9 Protection of intellectual property

1. The client guarantees that the reports, organization charts, drafts, drawings, lists and calculations produced by BPM&O within the scope of the order will only be used for the contractually agreed purposes and will not be reproduced, edited, translated, reprinted, passed on or distributed without express consent in each individual case. The use of the consulting services provided for companies affiliated with the client requires an express written agreement.

2. Insofar as work results are copyrightable, BPM&O shall remain the author. In such cases, the Client shall receive the irrevocable, exclusive and non-transferable right of use to the work results, which is only limited by Section 9 (1) sentence 1 and is otherwise unlimited in terms of time and place.

§ 10 Duty of loyalty

1. The parties undertake to be mutually loyal. They shall inform each other immediately of all circumstances that may arise in the course of project execution and that may influence processing.

2. In particular, the hiring or other employment of employees or former employees who are or were active within the scope of the execution of the order before the expiry of twelve months after the end of the cooperation is to be refrained from.

3. The client undertakes to inform BPM&O without delay of any intentions to terminate or change the employment of BPM&O employees deployed to carry out the order of which it becomes aware.

§ 11 Force majeure

Events of force majeure that make performance significantly more difficult or temporarily impossible shall entitle the respective party to postpone performance for the duration of the hindrance and a reasonable start-up period. Labor disputes and similar circumstances shall be deemed equivalent to force majeure insofar as they are unforeseeable, serious and without fault. The parties shall inform each other immediately of the occurrence of such circumstances.

 

§ 12 Termination

1. Unless otherwise agreed, an order can be terminated with 14 days’ notice to the end of the month. The right to extraordinary termination remains unaffected.

2. The termination must be in writing to be effective.

§ 13 Right of retention/storage of documents

1. Until its claims have been settled in full, BPM&O shall have a right of retention to the documents provided to it, the exercise of which shall, however, be contrary to good faith if the retention would cause the client disproportionately high damage that cannot be justified when weighing up the interests of both parties.

2. After settlement of its claims arising from the contract, BPM&O must return all documents that the client or a third party has handed over to it in connection with the execution of the order. This shall not apply to correspondence between the parties and to simple copies of reports, organization charts, drawings, lists, calculations, etc. produced in connection with the order, provided that the Client has received the originals.

3. The obligation of BPM&O to retain the documents shall expire six months after delivery of the written request for collection, otherwise three years, in the case of documents retained in accordance with § 13. 1. five years after termination of the contractual relationship.

§ 14 Miscellaneous

Rights arising from the contractual relationship with BPM&O may only be assigned with prior written consent.

§ 15 Amendment of the Terms and Conditions

These terms and conditions may be amended at any time due to legal and/or technical requirements. In this case, the client will be informed of the planned changes and given the opportunity to object to the changes to the terms and conditions within four weeks. If the client does not expressly object, he shall be deemed to have given his consent to the changes by remaining silent. Explicit reference will be made to this legally binding silence in the information on changes to the terms and conditions.

§ 16 Choice of law and place of jurisdiction

1. The applicable law of the Federal Republic of Germany shall apply.

2. The provisions of the UN Convention on Contracts for the International Sale of Goods shall expressly not apply.

3. The place of jurisdiction for all legal disputes is Cologne, provided that the client is a company, a legal entity under public law or a special fund under public law.

§ 17 Severability clause

Should one or more provisions of these terms and conditions be invalid, this shall not result in the invalidity of the entire contract. The invalid provision shall be replaced by the applicable statutory provision.