General Terms and Conditions
These General Terms and Conditions apply exclusively to all services, deliverables, and other work provided by HILT.CON unless otherwise agreed in writing by both parties.
§ 1 General
The following terms and conditions shall apply to all services and all other output exclusively, unless the parties concerned have agreed otherwise.
Deviating terms of the contractual partner (hereinafter Client), which have not been explicitly affirmed by HILT CONSULTING in written form, are non-binding, even if not expressly contradicted. Changes and amendments to HILT CONSULTING’s terms and conditions and contracts as concluded with the Client must be in writing; this also applies to the present written form.
All legal relationships between the Client and HILT CONSULTING shall be governed exclusively by the laws of the Federal Republic of Germany. The application of the UN Sales Convention is excluded.
The invalidity of the individual terms of this contract or its components affects the validity of the remaining terms. The contractors are required to replace or make good an inoperable resolution in a legally permissible and reasonable manner as well as in good faith by a similar arrangement that takes their economic success into account, provided that no significant change in the content of the contract is brought about. The same shall apply if an issue requiring regulation is not specifically addressed.
Place of fulfilment for the payment obligation is HILT CONSULTING’s principal office. The place of performance for deliveries and services of HILT CONSULTING is the place where it is to provide the service(s). In the event of any disputes arising from the contractual relationship, to the extent permitted by law, legal action shall be brought before the court having jurisdiction over HILT CONSULTING’s registered office. HILT CONSULTING shall also be entitled to bring legal action before a court having jurisdiction over the Client’s domicile or branch office, or a branch office of HILT CONSULTING.
If HILT CONSULTING deems it necessary, subcontractors or freelancers may be engaged. The consent of the Client is not required for this.
§ 2 Quotations, Remuneration, Scope of Performance and Contract Formation
HILT CONSULTING’s offers are subject to confirmation.
The order confirmation based on HILT CONSULTING’s quotation/offer shall exclusively determine the agreed scope of work.
Partial services and the billing thereof, as well as the issuing of advance invoices, are permitted.
The documents accompanying the offer or order confirmation, such as calculations of time expenditure and external costs, are generally to be understood as approximate unless expressly stated to be binding. Significant overruns of the agreed cost framework exceeding 5% are only possible with the agreement and consent of the Client. HILT CONSULTING is entitled to adjust costs at any time where this is due to unforeseeable cost increases arising after the quotation has been issued.
Unless expressly agreed otherwise, invoicing is based on HILT CONSULTING’s hourly rates according to the actual hours worked.
Minutes or protocols relating to work meetings between the Client and HILT CONSULTING shall become a binding basis for further work unless the Client raises objections within one week of receipt.
§ 3 Third-Party Costs / External Costs
Third-party or external costs incurred in connection with services provided by third parties (including subcontractors or freelancers) shall be reimbursed separately to HILT CONSULTING, together with the relevant supporting documentation, plus a handling fee of 10% of the net external costs, unless otherwise expressly agreed in writing.
HILT CONSULTING is authorized to enter into agreements with third parties either on behalf and for the account of the Client or, where necessary, in its own name on behalf of the Client as part of the agreed services. Invoices relating to such agreed external services shall be reviewed by HILT CONSULTING for accuracy and appropriateness before being forwarded to the Client for direct payment, advance payment, or reimbursement, as applicable.
§ 4 Additional Expenses
Additional expenses are costs incurred during the performance of the agreed services, including, but not limited to, communication services, telephone, postal services, courier services, and other necessary administrative expenses.
Travel expenses shall be charged as follows:
- Rail travel: First Class
- Air travel: Business Class
- Travel by private vehicle: €0.50 per kilometre
- Hotel accommodation and related expenses: As required for the performance of the agreed services
§ 5 Prices and Terms of Payment
Invoices issued by HILT CONSULTING to the Client are payable within 14 days of the invoice date without deduction, unless otherwise agreed in writing. A 3% discount shall be granted for payments received within 7 days for services or items that are not already discounted.
In the event of a payment delay exceeding 30 days from the invoice date, the Client shall automatically be deemed in default without the need for further notice. Without prejudice to any additional legal claims, default interest shall accrue at a rate of 9 percentage points above the applicable base interest rate of the European Central Bank.
For the creation and revision of partner programmes and processes, fees shall be charged on a fixed project basis in accordance with the approved cost estimate.
Training services shall be invoiced based on time and the number of participants, as specified in the applicable cost estimate.
Services provided at events, conferences, or trade fairs shall be charged based on the actual time spent, with travel expenses invoiced separately.
For Channel Management as a Service and Channel Leadership as a Service, HILT CONSULTING is engaged for an agreed service period. Depending on the scope of the engagement, remuneration may include one or more of the following:
- Daily rates invoiced on a monthly basis;
- Monthly bonuses for onboarded or subscribed sales partners;
- Commission based on the turnover generated by subscribed partners, invoiced quarterly in accordance with the Client’s agreed settlement cycle; and
- Reimbursement of travel expenses incurred in connection with meetings and other agreed activities.
The specific remuneration and commercial terms applicable to each engagement shall be set out in the corresponding quotation or cost estimate.
The applicable hourly rates shall be determined by the relevant quotation or cost estimate. Unless expressly stated otherwise, all fees quoted by HILT CONSULTING are exclusive of the applicable Value Added Tax (VAT) and any other domestic or foreign taxes, duties, or withholding taxes associated with the provision of the services.
Where, with the Client’s prior approval, freelance specialists or creative professionals (including, but not limited to, graphic designers, presenters, journalists, copywriters, or similar professionals) are engaged as external service providers, the related costs shall be recharged to the Client as external costs. HILT CONSULTING shall also be entitled to recharge any statutory social security contributions or levies applicable to such freelance professionals in accordance with the German Artists’ Social Security Act (Künstlersozialversicherungsgesetz), using the rates applicable at the time the services are performed.
§ 6 Changes, Termination of Services, and Cancellation
The Client shall be entitled to terminate ongoing services, discontinue planned activities, or request changes to the agreed scope of services at any time. In such cases, HILT CONSULTING shall take all reasonable steps to implement the Client’s instructions promptly while minimizing any additional costs.
The Client shall remain responsible for all obligations and liabilities already incurred or approved prior to the termination, amendment, or cancellation of the services. The Client further agrees to indemnify and hold HILT CONSULTING harmless against any losses, costs, or liabilities arising as a result of such termination, modification, or cancellation. HILT CONSULTING shall be entitled to receive payment for all services already performed, as well as for any preparatory work carried out in accordance with the agreed scope of services.
Where HILT CONSULTING accepts additional requests or changes to the agreed scope of work at the Client’s request, such additional services shall be charged separately in accordance with HILT CONSULTING’s applicable hourly rates in effect at the time the services are performed.
Where the parties have agreed upon a fixed contract term, all mutual rights and obligations shall automatically terminate upon expiry of the agreed term unless otherwise agreed in writing.
The duration of each engagement shall be specified in the applicable quotation or cost estimate. Ongoing contracts between HILT CONSULTING and the Client may be terminated by either party by giving 30 days’ written notice, effective at the end of the relevant calendar month.
Contracts intended to run for a minimum period of six (6) months shall automatically renew for successive periods of three (3) months, unless terminated by either party by providing 30 days’ written notice prior to the expiry of the applicable contract term.
Any termination of the contractual relationship must be made in writing.
The statutory right of either party to terminate the agreement for good cause shall remain unaffected. Good cause shall include, in particular, the Client’s failure to pay the agreed fees or the commencement of insolvency proceedings affecting the Client’s assets, including the filing of an application for the opening of such proceedings.
§ 7 Offsetting and Right of Retention
The Client shall not be entitled to exercise any right of set-off or right of retention unless the corresponding counterclaim is undisputed, has been finally adjudicated by a court of competent jurisdiction, or is otherwise legally enforceable.
§ 8 Dates and Deadlines
Any delivery dates, deadlines, or performance schedules specified by HILT CONSULTING are provided to the best of its knowledge and are subject to reasonable adjustment where necessary.
Agreed deadlines and delivery periods shall be extended by a reasonable period if the Client fails to provide, delays, or omits any information, approvals, materials, or other agreed contributions required for the proper performance of the services.
The same shall apply in the event of circumstances beyond the reasonable control of HILT CONSULTING, including, but not limited to, labour disputes (such as strikes or lockouts), delays by suppliers or subcontractors, transportation disruptions, equipment failures, shortages of materials, power outages, or other force majeure events.
Furthermore, any changes to the agreed scope of services requested by the Client may result in a reasonable extension of the agreed delivery dates or performance deadlines.
§ 9 Warranty
The Client shall inspect the services provided by HILT CONSULTING immediately upon delivery and shall notify HILT CONSULTING without undue delay of any apparent defects or deficiencies that would be identifiable in the ordinary course of business.
If the Client fails to provide such notice, the services shall be deemed accepted, unless the defect could not reasonably have been identified during the initial inspection. The provisions of Section 377 et seq. of the German Commercial Code (HGB) shall apply where applicable.
Warranty claims shall be limited, at the sole discretion of HILT CONSULTING, to either the correction of the defective service or the provision of a replacement service. If correction or replacement is unsuccessful or unreasonable, the Client shall be entitled to request an appropriate reduction of the agreed fees or, where legally permissible, to withdraw from the contract.
Any further claims by the Client, including claims for indirect or consequential damages, are excluded except where expressly provided for under § 10 (Liability and Limitation of Liability) or where such exclusion is not permitted under applicable law. In particular, these limitations shall not apply in cases of intentional misconduct, gross negligence, or the breach of essential contractual obligations by HILT CONSULTING.
§ 10 Liability and Limitation of Liability
HILT CONSULTING shall be liable for damages, regardless of the legal basis, only in accordance with the applicable statutory provisions governing fault-based liability in cases of intentional misconduct or gross negligence.
In cases of ordinary negligence, and subject to the statutory limitations of liability, HILT CONSULTING shall only be liable:
- for damages resulting from injury to life, body, or health; or
- for damages resulting from the breach of a material contractual obligation (being an obligation whose fulfilment is essential for the proper performance of the contract and upon which the Client may reasonably rely).
In the event of a breach of a material contractual obligation, HILT CONSULTING’s liability shall be limited to compensation for the foreseeable and typically occurring damage. Loss of profit and other indirect or consequential damages shall not be recoverable, unless mandatory statutory provisions provide otherwise.
The limitations of liability set out above shall also apply to breaches of duty committed by persons for whom HILT CONSULTING is legally responsible. These limitations shall not apply where HILT CONSULTING has fraudulently concealed a defect, expressly assumed a guarantee regarding the quality of the services, or where liability arises under the German Product Liability Act or other mandatory statutory provisions.
HILT CONSULTING shall perform all services entrusted to it with the level of technical, commercial, and professional care reasonably expected of an experienced IT and/or Sales consulting professional, depending on the nature of the engagement. HILT CONSULTING shall inform the Client in a timely manner of any significant risks that are reasonably identifiable in the course of performing the agreed services.
Unless expressly agreed otherwise, HILT CONSULTING’s scope of services does not include obtaining regulatory approvals, verifying the legal compliance of factual statements relating to the Client’s products or services, reviewing documents supplied by the Client, or assessing the legality of measures, concepts, or materials developed on behalf of the Client. Accordingly, HILT CONSULTING shall not be responsible for the legal compliance, legality, or admissibility of any content, work product, or design created or supplied in connection with the services.
Furthermore, HILT CONSULTING is under no obligation to conduct searches or investigations regarding existing third-party rights, including, but not limited to, trademarks, copyrights, patents, or other intellectual property rights, and accepts no liability in this respect.
The Client shall indemnify and hold HILT CONSULTING harmless against all third-party claims arising from the performance of the agreed services where HILT CONSULTING has acted upon the Client’s explicit instructions, including where HILT CONSULTING has previously informed the Client of its concerns regarding the legal admissibility or potential risks associated with the requested action.
Unless mandatory statutory provisions provide otherwise, all claims against HILT CONSULTING arising out of or in connection with the services provided shall become time-barred one (1) year after completion of the relevant services.
This limitation period shall not apply to claims arising from intentional misconduct or gross negligence, claims relating to injury to life, body, or health, or claims arising under the German Product Liability Act, which shall remain subject exclusively to the applicable statutory limitation periods.
§ 11 Intellectual Property Rights
All rights relating to preliminary work, concepts, drafts, methodologies, and all other work products created by HILT CONSULTING, including but not limited to copyrights, intellectual property rights, ownership rights, and rights of use, shall remain the exclusive property of HILT CONSULTING, even after delivery to the Client, unless such rights have been expressly transferred in writing or are otherwise transferred in accordance with the provisions set out below.
Upon full settlement of all outstanding claims of HILT CONSULTING, including all agreed fees, expenses, and any other amounts due under the applicable agreement, the Client shall acquire the intellectual property rights in those work products specifically created under the respective contract, to the extent that such transfer is permitted under German law and subject to any existing third-party rights.
Unless otherwise agreed in writing, such transfer of rights shall be unlimited in time and shall apply exclusively within the territory agreed upon by the parties.
The transfer of intellectual property rights shall not include the general know-how, methodologies, experience, business processes, tools, templates, concepts, or professional expertise of HILT CONSULTING, all of which shall remain the exclusive intellectual property of HILT CONSULTING.
§ 12 Confidentiality
Both parties undertake to treat all confidential information, business secrets, and proprietary information disclosed or obtained during the course of their cooperation as strictly confidential.
Where either party engages third parties, subcontractors, or other service providers to perform any part of the agreed services, that party shall ensure that such third parties are bound by confidentiality obligations equivalent to those set out in these Terms and Conditions.
The obligation of confidentiality shall remain in force throughout the duration of the contractual relationship and shall continue after its termination or expiration.
Upon termination of the cooperation, all documents, records, and confidential materials provided by one party to the other shall, upon request, be returned or securely destroyed, unless their retention is required by applicable law.
Built on trust, transparency, and long-term partnerships. Our Terms & Conditions reflect our commitment to delivering professional consulting services with clarity and integrity.
