Consulting & brokerage

These terms apply to consulting, audit, evaluation and other scientific services as well as to the brokerage of experts from the BRAIN-HR pool. They are directed at companies, educational and research institutions (B2B). Separate terms apply to seminars, programs and software.

Part A — consulting and scientific services

§ 1 Scope, precedence of the offer

(1) The provider is Dr. rer. medic. Franz Hütter, M.A. / BRAIN-HR, Am Schlagbaum 1, 58285 Gevelsberg.

(2) These terms apply towards businesses (§ 14 BGB). Conflicting terms and conditions of the customer are objected to; they apply only upon express written confirmation.

(3) The respective written offer or the Provider's order confirmation is decisive for the content and scope of the service. In the event of contradictions, the individual offer takes precedence over these terms.

§ 2 Services

The Provider delivers in particular: scientific review (audit) of learning and training products, evaluation of the effectiveness of measures, statistical analysis as well as the design and setup of individual software/automation solutions (including on the customer's systems). Offer formats include fixed-price packages and hour packages.

§ 3 Offer and conclusion of contract

(1) Before starting, the Provider prepares a written offer with a description of the service and the remuneration. The contract is concluded by acceptance of the offer in text form.

(2) Services are provided as services; a particular economic or scientific outcome is not owed, unless a work result is expressly agreed.

§ 4 Remuneration, payment, packages

(1) The prices shown in the offer apply, net plus statutory VAT. Travel and incidental costs for on-site services are charged separately, unless otherwise agreed.

(2) Invoices are due within 14 days without deduction, unless the offer provides otherwise. For larger orders, instalment payments may be agreed.

(3) Hour packages are, unless otherwise agreed, to be used within twelve months of the order.

§ 5 Customer's cooperation

The customer provides the information, documents, access and contacts required for the service in good time. Delays resulting from a failure to cooperate are not to the Provider's detriment; additional effort caused by this may be charged separately.

§ 6 Work results and rights of use

(1) Upon full payment, the customer receives the simple right of use required for the agreed purpose in the work results created within the order.

(2) The rights in pre-existing know-how, methods, templates and in provided software (including open-source components) remain with the Provider or the respective rights holders; the customer receives a simple right of use to the agreed extent in this respect.

§ 7 Confidentiality

Both parties treat confidential information of the other side as confidential and use it only for the performance of the contract. The obligation continues beyond the end of the contract. Statutory disclosure obligations remain unaffected.

§ 8 Appointments, cancellation, termination

(1) Agreed appointments can be rescheduled free of charge up to 14 days in advance; thereafter the Provider may charge for the reserved effort, insofar as it cannot be used otherwise.

(2) Continuing obligations (e.g. multi-month programs) may be terminated extraordinarily by both sides for good cause. Services already rendered are to be remunerated.

§ 9 Liability

(1) The Provider is liable without limitation for intent and gross negligence as well as for damages arising from injury to life, body or health.

(2) In the case of simple negligence, the Provider is liable only for the breach of a material contractual obligation (cardinal obligation) and limited to the foreseeable damage typical of the contract.

(3) Otherwise, liability is excluded. Liability under the Product Liability Act remains unaffected.

Part B — expert pool and brokerage

§ 10 Subject matter

(1) The Provider maintains a pool of qualified trainers and consultants (predominantly graduates of the Scientific Trainer qualification) and brings them together with companies seeking them.

(2) The cooperation can take two forms:

a) Commissioning via the Provider. If the customer commissions the Provider with the service and the Provider brings in an expert as a subcontractor, the Provider is the customer's contractual partner. The terms in Part A apply.

b) Pure brokerage. If the Provider merely brokers the contact and the service contract is concluded directly between the customer and the expert, the Provider's role is limited to selection, quality assurance and introduction. In this case, the Provider is not a contractual partner of the brokered service.

§ 11 Brokerage: remuneration and liability

(1) In the case of pure brokerage (§ 10(2)(b)), the service, remuneration and warranty of the actual activity are governed exclusively by the contract concluded directly between the customer and the expert. Any brokerage fee of the Provider is agreed separately.

(2) The Provider selects the brokered persons with due care but does not owe any particular success of the brokered service. The Provider is not liable for the performance, defects or consequences of the service agreed directly between the customer and the expert; § 9 (liability for one's own conduct, in particular in the selection) remains unaffected.

§ 12 Final provisions

(1) German law applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) The place of jurisdiction for merchants, legal entities under public law and special funds under public law is the Provider's registered office.

(3) Should individual provisions be invalid, the validity of the remaining provisions remains unaffected.