General Terms and Conditions

Texture Consulting Petry

I. Scope and priority of individual agreements

These General Terms and Conditions apply to all offers, orders and contracts for services from Texture Consulting Petryunless expressly agreed otherwise in writing. Deviating or supplementary terms and conditions of the client shall only become part of the contract if the Texture Consulting Petry expressly agrees to their validity in text form.

Individual agreements between Texture Consulting Petry and theclient shall take precedence over these GTC, provided they have been made in text form.

II. Service description and scope of services

The specific scope of services is set out in the respective offer, the service description, the project order or another agreement in text form. Texture Consulting Petry shall be responsible for deciding whether the services are to be provided on site at the client’s premises or remotely, unless expressly agreed otherwise.

Unless expressly agreed otherwise Texture Consulting Petry a professional service in accordance with the agreed service content, but not a specific learning success or economic, technical or other success.

III. Conclusion of contract and basis of offer

Offers from Texture Consulting Petry are non-binding, unless otherwise stated. A contract is concluded as soon as Texture Consulting Petry confirms an order in text form, the client accepts an offer in text form or Texture Consulting Petry begins to provide the service and the client does not object to this immediately.

The information, documents, data, specifications and approvals provided by the client form the essential basis for the provision of services. The client shall ensure that this content is complete, correct and suitable for the agreed use.

IV. Obligations of the client to cooperate

The client is obliged to provide all cooperation required for proper implementation in good time and in a suitable form. This includes in particular that the client provides the necessary information, access, content, documents, contact persons and decisions in good time.

The client is responsible for ensuring that the registered participants take part in training courses and that the technical requirements for on-site and online training, coaching and project coordination are met. The remuneration of Texture Consulting Petry shall not be reduced if the aforementioned obligations are not fulfilled by the client.

If the provision of services is delayed due to missing, late or insufficient cooperation, the agreed deadlines shall be extended accordingly. Additional expenses incurred as a result can be Texture Consulting Petry separately according to reasonable rates bif the client is responsible for the delay.

V. Dates, deadlines and provision of services

Dates and deadlines are only binding if they have been expressly agreed as binding. Texture Consulting Petry shall provide the services in accordance with the agreed schedule, insofar as this has been specified. If no time schedule has been agreed, the services shall be provided within a reasonable period of time.

VI. Changes to services and additional services

If the client wishes to make changes or additions to the agreed scope of services, he shall inform Texture Consulting Petry in text form. TextureConsulting Petry shall check the feasibility and inform the client in text form whether and under what conditions the change can be implemented.

Changes, extensions or additional services shall only be owed if they have been agreed in text form. Additional costs, postponements and additional coordination resulting from changes shall be borne by the client, unless otherwise agreed.

If the client cancels agreed training courses and appointments, these must be paid in full, if the cancellation is made less than 24 hours before the agreed date and half of the fee shall be paid, if the cancellation is made less than 48 hours before the agreed date. Irrespective of this, days already booked by Texture Consulting Petry remain calculable.

VII. Remuneration, billing and expenses

The remuneration is based on the agreed offer. Unless otherwise agreed, invoicing shall be based on time spent (hourly or daily rate) or project– or training feefeen. Texture Consulting Petry shall be entitled to make appropriate payments on account or partial invoices.

Travel time, travel costs, expenses and other disbursements will be reimbursed by the client. They shall be invoiced at an appropriate level on the basis of evidence or agreed flat rates. Travel time shall be charged at 60% of the agreed hourly rate.

VIII. Terms of payment and default of payment

Invoices are due for payment without deduction within 14 days of the invoice date, unless otherwise agreed. Payment must be made to the account specified in the invoice, stating the invoice number.

If the client is in default of payment Texture Consulting Petry shall be entitled to suspend further services until the amounts due have been paid in full. Any resulting delays shall not be at the expense of Texture Consulting Petry. Further rights remain unaffected.

IX. Complaints

Complaints must be communicated in a comprehensible manner and in text form within 30 days of performance of the service. Defects that are not obviously recognizable must be reported immediately after discovery by the client.Texture Consulting Petry shall rectify justified defects or deviations within the agreed scope of services within a reasonable period of time, insofar as this is owed.

X. Confidentiality

Both parties undertake to treat confidential information of the other party that becomes known in connection with the execution of the contract as confidential and not to disclose it to third parties. Confidential information is in particular from Texture Consulting Petry, such as methodologies, training documents, presentations or process guidelines, as well as as well astrade and business secrets, internal processes, conditions, non-public concepts and technical and commercial information.

The confidentiality obligation does not apply to information that was already lawfully known to the receiving party, is publicly known without breach of a confidentiality obligation or must be disclosed due to mandatory requirements. In the latter case, the party concerned will be informed in advance as far as possible.

XI. Rights of use

Texture Consulting Petry grants the client the right to internal application of the knowledge imparted by the trained persons trained personsbut at the earliest after full payment of the agreed remuneration.

JAny beyond this commercial reutilization of the TextureConsulting Petry is prohibited. In particular, the receiving party is not permitted to offer this content to third parties as its own service or to use it as a multiplier (train-the-trainer) without the consent in text form from TextureConsulting Petry in text form.

All copyrights to concepts for coaching the scar development and grain repairprocess optimization, specific analysis and testing procedures for design surfaces, proprietary coaching tools and training materials remain with Texture Consulting Petry. Reproduction or processing of coaching and training materials for external purposes is excluded.

Texture Consulting Petry is shall be entitled to make further use of general know-how, methods, ideas and experience arising in the course of the provision of services, provided that no confidential information of the client is disclosed.

XII. Responsibility for content, third-party rights and indemnification

If the client Texture Consulting Petry content, data, materials or specifications or requests their use, the client shall ensure that it is authorized to do so and that no third-party rights are infringed. The client is responsible for ensuring that the content provided is lawful and may be used.

The client provides Texture Consulting Petry from justified claims of third parties that arise due to an infringement of rights for which the infringement for which the client is responsible from the use of content or specifications provided by the client. This also includes reasonable costs of legal defense. Texture Consulting Petry shall inform the client immediately of any such claims and coordinate the further course of action.

XIII. Liability

Texture Consulting Petry shall only be liable for damages if they were caused by intentional or grossly negligent behavior. In the case of simple negligent breaches of duty Texture Consulting Petry shall only be liable for breaches of material contractual obligations, i.e. obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the client may regularly rely.

In cases of liability for simple negligence, the liability of TextureConsulting Petrys liability shall be limited to the foreseeable damage typical of the contract. Liability for indirect damages, consequential damages, loss of profit or loss of savings is excluded, insofar as this is legally permissible.

The above limitations of liability do not apply to liability for intentional conduct, injury to life, limb or health or under the Product Liability Act.

XIV. Force majeure and unforeseeable events

Can Texture Consulting Petry cannot provide services or cannot provide them on time due to events beyond its control, agreed deadlines shall be extended by the duration of the hindrance plus a reasonable start-up time. Such events may include, for example, failures of central infrastructure, official measures, strikes, natural disasters or comparable circumstances.

Both parties shall inform each other immediately in such cases and coordinate the effects on deadlines and service provision appropriately.

XV. Contract term, termination and expiration

If ongoing cooperation has been agreed, the agreed contract term shall apply. If no term has been agreed, the contract may be terminated by either party with reasonable notice.which usually 14 days, in text form, unless there are compelling reasons to the contrary. Project contracts end upon completion of the project.

The right to extraordinary termination for good cause remains unaffected. Good cause shall be deemed to exist in particular if a party repeatedly breaches material contractual obligations despite a reasonable deadline being set or if the client is in default with payments due to a considerable extent.

After termination of the contract, services rendered up to that point shall be invoiced. Claims for remuneration that have already arisen shall remain valid.

XVI. Data protection

The parties shall only process personal data within the scope of the execution of the contract to the extent that this is necessary. The client undertakes to Texture Consulting Petry only to transmit such personal data as it is authorized to pass on and process.

Insofar as special agreements on data processing are required for the execution of the contract, these shall be regulated separately in text form.

XVII. Offsetting, retention and assignment

The client may only offset undisputed or legally established claims. The client may only exercise a right of retention insofar as it is based on the same contractual relationship.

The assignment of claims against Texture Consulting Petry requires the prior consent from Texture Consulting Petrys in text form, unless there are compelling reasons to the contrary.

XVIII. Final provisions

The place of jurisdiction is the registered office of Texture Consulting Petry.

Germans law applies.

Should any provision of these GTC be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The partiesundertake to replace the invalid provision with a valid provision that comes closest to the economic purpose.