General Terms and Conditions

General Terms and Conditions (GTC) for consulting and training services of orange cpm GmbH

1. General Principles / Scope of Application

1.1. All legal transactions between the CLIENT and orange cpm GmbH (in short: orange cpm) shall be governed exclusively by these General Terms and Conditions (in short: GTC). The version valid at the time of conclusion of the contract shall apply. Orange cpm only concludes contracts on the basis of the following terms and conditions. The CLIENT expressly acknowledges having taken note of these GTC in a legally binding manner, so that they have become part of the contract. This also applies in the event that the CLIENT refers to its own general terms and conditions.

1.2. These GTC shall also apply to all future contractual relationships, even if no express reference is made to them.

1.3. Conflicting general terms and conditions of the CLIENT are not part of the contract unless they are expressly recognized in writing by orange cpm.

2. Scope of The Consulting and Training Assignment / Substitution

2.1. The scope of a specific consulting and training assignment is contractually agreed on a case-by-case basis.

2.2. orange cpm is entitled to have the contractual obligations incumbent upon it performed in whole or in part by third parties (vicarious agents). Payment of the third party shall be made exclusively by orange cpm itself. There is no direct contractual relationship of any kind between the third party and the CLIENT.

3. Duty of Disclosure / Declaration of Completeness

3.1. The CLIENT shall ensure that the organizational framework conditions at its place of business allow the consulting assignment to be performed with as little disruption as possible and in a manner conducive to the rapid progress of the consulting process.

3.2. The CLIENT shall also provide orange cpm with comprehensive information about previous and/or ongoing consultations - also in other specialist areas.

3.3. The CLIENT shall ensure that orange cpm is provided with all documents necessary for the fulfillment and execution of the consulting and training contract in a timely manner, even without a special request from orange cpm, and that orange cpm is informed of all processes and circumstances that are important for the fulfillment and execution of the consulting contract. This also applies to all documents, processes and circumstances that only become known during the consultant's/trainer's work.

4. Safeguarding Independence

4.1. The contracting parties undertake to be mutually loyal.

4.2. The contracting parties mutually undertake to take all precautions that are suitable to prevent any risk to the independence of third parties and employees of orange cpm. This applies in particular to offers by the CLIENT to employ or take on orders for its own account.

5. Freedom from Instructions

orange cpm is free from instructions in the provision of its services and acts at its own discretion and on its own responsibility.

6. Protection of Intellectual Property

6.1. The copyrights and other rights - of any kind whatsoever - to the services provided by orange cpm, its employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) shall remain with orange cpm. They may be used and utilized by the CLIENT during and after termination of the contractual relationship exclusively for purposes covered by the respective consulting and training contract.

6.2. The CLIENT is not entitled to reproduce and/or distribute the services provided by orange cpm (in particular offers, reports, analyses, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) without the express consent of orange cpm. Under no circumstances shall any unauthorized reproduction/distribution of the work give rise to any liability on the part of orange cpm - in particular for its accuracy - towards third parties.

6.3. Violation of these provisions by the CLIENT shall entitle orange cpm to immediately terminate the contractual relationship prematurely and/or to assert further claims, in particular for injunctive relief and/or damages.

7. Warranty

7.1. The consulting and training services of orange cpm are based on specific industry experience, correspond to the latest state of knowledge and information of orange cpm and are based on information available at the time of preparation. The subject of the contract is the agreed service and not a specific result.Orange cpm only provides recommendations for action as part of the provision of consulting services. The CLIENT is solely responsible for deciding whether recommendations for action are implemented. Orange cpm assumes no responsibility for the implementation of recommendations for action.

7.2. The CUSTOMER shall notify any defects in the provision of services without delay.

7.3. orange cpm is entitled and obliged, regardless of fault, to rectify any inaccuracies and defects in its services that become known. It shall inform the CLIENT of this immediately.

7.4. Warranty claims of the CLIENT shall expire no later than six months after the provision of the respective service.

8 Liability / Compensation

8.1. Insofar as this does not violate mandatory law, orange cpm shall only be liable for compensation for damages caused to the CLIENT by gross negligence or willful misconduct in connection with the consulting training contract. The liability for gross negligence is limited to the positive damage (but not loss of profit) and to the amount of the fee agreed for the respective consulting training contract, but not exceeding EUR 100,000.00. The limitation of liability also applies to damages caused to the CLIENT by a third party engaged by orange cpm. These limitations of liability do not apply to compensation for personal injury.

8.2. Claims for damages by the CLIENT must be asserted in court within six months of knowledge of the damage and the damaging party, but at the latest within 24 months of termination of the respective consulting contract, otherwise assertion is excluded. An extension of the consultancy and training contract shall not extend these deadlines, but these deadlines shall begin to run anew for the consultancy and training services provided on the basis of the extended consultancy and training contract.

8.3. The CLIENT must provide proof that the damage is due to the fault of orange cpm.

8.4. If orange cpm provides its services with the assistance of third parties and warranty and/or liability claims arise against these third parties in this context, orange cpm shall assign these claims to the CLIENT. In this case, the CLIENT shall assert its claims primarily against these third parties.

9. Confidentiality / Data Protection / Reference Note

9.1. orange cpm undertakes to maintain confidentiality regarding all business matters of the CLIENT of which it becomes aware, in particular business and trade secrets.

9.2. orange cpm is released from its confidentiality obligation towards any vicarious agents it uses. However, it must impose its confidentiality obligation on them and is liable for their breach of the confidentiality obligation as for its own breach.

9.3. The confidentiality obligation is limited to 5 years after termination of the consultancy agreement.

9.4. orange cpm is entitled to process the personal data entrusted to it within the scope of the purpose of the contractual relationship. The CLIENT is obliged to take all necessary data protection measures, in particular those within the meaning of the General Data Protection Regulation (GDPR) (e.g. obtaining the declaration of consent of the data subjects), so that orange cpm may process the personal data for the purpose of the contractual relationship.

9.5. You can find the data protection information (data protection notice) in accordance with Art. 13 ff GDPR on our homepage at https://www.orangecpm.de/de/datenschutzerklaerung.html



9.6. orange cpm is entitled to refer to the existing or former business relationship with the CLIENT on its Internet website and in printed materials with the name and company logo (reference notice), subject to written revocation by the CLIENT, which is possible at any time.

10. Fee / Due Date / Invoicing / Cancellation Fee

10.1. orange cpm shall receive a fee from the CLIENT for the consulting and training services in accordance with the consulting agreement between the CLIENT and orange cpm. Unless otherwise agreed, orange cpm shall charge for its services on the basis of the daily rate applicable at the time the contract is concluded (1 daily rate = 8 hours).

10.2. orange cpm is entitled to issue interim invoices in accordance with the progress of the work and to demand payment on account in accordance with the respective progress. In the event of non-payment of interim invoices, orange cpm is released from its obligation to provide further services. The assertion of further claims remains unaffected.

10.3. Unless otherwise agreed between the contracting parties, orange cpm shall be invoiced monthly in arrears.

10.4. Unless otherwise agreed between the contracting parties, invoices from orange cpm are due for payment without deduction within 14 days of receipt.

10.5. All amounts are payable net plus VAT at the statutory rate without deduction to the account specified by orange cpm. orange cpm will issue an invoice entitling the customer to deduct input tax with all legally required features.

10.6. Any follow-up and supplementary contracts to consulting and training contracts already concluded shall not result in any changes to the due dates of the fees for the original consulting contract.

10.7. Unless otherwise agreed between the contracting parties, travel and transportation costs shall be charged as follows: → Accommodation (costs of a local 4-star hotel) and travel costs (train: 1st class, flight: economy, over 4 hours flight time business class, rental car, cab) will be charged in the amount of the actual expenses. Orange cpm will provide evidence of the costs by means of appropriate receipts. → EUR 0.42/km shall be reimbursed for travel by car.

10.8. Any cash expenses (such as the reproduction of seminar and workshop documents, plots, special seminar material, external costs for flip chart protocols, postal charges, notepads produced at the CLIENT's request, giveaways, etc.) shall be charged separately to the CLIENT.

10.9. If the CLIENT withdraws from the consulting or training contract without good cause or postpones an agreed date, the CLIENT shall be obliged to pay a cancellation fee.

Cancellation up to 4 weeks before the agreed event: no cancellation fee
Cancellation 30th - 15th day before the agreed event: 50% of the agreed fee
Cancellation 14th - 7th day before the agreed event:75% of the agreed fee
Cancellation less than 1 week before the agreed event: 100% of the agreed fee

10.10. Participation in open seminars organized by orange cpm GmbH or its partners

10.10.1. Registration
Registration must be made in writing using the online registration forms prepared for you, by e-mail or by fax. If the prepared online registration forms are not used, it is essential that the name of the participant and the full company address or invoice address with telephone number and e-mail address are stated.

10.10.2. The registration only becomes legally binding once we have confirmed it by e-mail. If the event is already fully booked, we will contact you immediately.

10.10.3. Participation fee
The participation fee is per person and event date plus statutory VAT. Unless otherwise stated, the participation fee includes attendance at the seminar, seminar documents, a joint lunch and drinks during breaks on each day of the seminar.

10.10.4. Terms of payment
The participation fee plus VAT is due 14 days after receipt of the invoice. Payments are only accepted by bank transfer. Participation in the event for only part of the time does not entitle the participant to a reduction in the participation fee.
Cancellation of events
- Representation
You can nominate a substitute in place of the registered participant at any time. You will not incur any additional costs.
- Cancellation
You can cancel your participation in writing free of charge up to 14 days before the start of the event. Cancellation is no longer possible thereafter.
If the participant is unable to attend the booked course due to illness, a new date on the same seminar topic can be arranged once after a medical certificate has been sent.
Cancellation of events
We reserve the right to cancel the event up to seven days before the planned date of the event at the latest if the minimum number of participants is not reached or for important reasons for which we are not responsible (e.g. sudden illness of the speaker, if the speaker cannot be replaced, force majeure).
In this case, any participation fees you have already paid will of course be refunded.
Further liability and compensation claims are excluded, unless there is intent or gross negligence on our part. Please also bear this in mind when booking hotels, flights or rail travel.
Subject to change
We are entitled to make necessary changes to the content, methodology and organization or deviations (e.g. due to legal changes) before or during the event, provided that these do not significantly change the benefits of the announced event for the participant.
If necessary (e.g. illness, accident), we are entitled to replace the scheduled speakers with other equally qualified persons with regard to the announced topic.
Liability for content and lost items
The events are prepared by orangecpm GmbH and its speakers to the best of their knowledge and ability. Liability and guarantee for the correctness, topicality, completeness and quality of the contents are excluded.
orangecpm GmbH is not liable for loss of or damage to items brought to events, unless the loss of or damage to these items is due to gross negligence or willful misconduct on the part of orangecpm GmbH.
Prohibition of customer data carriers
Data carriers brought along by participants may not be loaded onto our computers. We reserve the right to assert claims for damages should we suffer any damage as a result of non-compliance.

10.10.5. If the agreed services are not performed after the start of the contract for reasons that fall within the sphere of the CLIENT or due to a justified premature termination of the contractual relationship by orange cpm, orange cpm retains the right to payment of the entire agreed fee. If an hourly fee is agreed, the fee shall be paid for the total number of hours that could be expected for the entire agreed consulting service.

11. Duration of The Contract/Withdrawal

11.1. The contractual relationship shall generally end with the provision of the agreed consulting services. 11.2 Notwithstanding the above, the contract may be terminated at any time for good cause by either of the contracting parties by written declaration without notice. Good cause shall be deemed to exist in particular if a contracting party breaches material contractual obligations - despite a reminder and the setting of a grace period of at least 14 days.

12. Place of Performance / Jurisdiction / Choice of Law / Contract Language

12.1. The place of performance is Hamburg, Germany.

12.2. The exclusive place of jurisdiction for all disputes arising from and in connection with the consultancy contract and these GTC is the competent court in Hamburg.

12.3. These GTC and the consultancy agreement shall be governed by substantive German law to the exclusion of the conflict of laws rules of private international law (e.g. IPRG, Rome I Regulation) and the UN Convention on Contracts for the International Sale of Goods.

12.4. The contract language is German.

13. Partial Invalidity

Should provisions of these GTC or of the consulting and training contract be legally ineffective, invalid and/or void or become so in the course of their term, this shall not affect the legal effectiveness and validity of the remaining provisions. In this case, the contracting parties undertake to replace the legally ineffective, invalid and/or void provision (which has become legally ineffective, invalid and/or void) with a provision that is legally effective and valid and corresponds in its economic effect to the replaced provision - as far as possible and legally permissible.

14. Final Provisions

14.1. All declarations of a legally binding nature based on these GTC or the consulting and training contract must be made in writing to the address of the respective other contractual partner last notified in writing. If a declaration is sent to the address last notified in writing, it shall be deemed to have been received by the respective contractual partner.

14.2. The designation of the headings chosen for the individual chapters is solely for the sake of clarity and is therefore not to be used for the interpretation of these GTC and the consultancy agreement.

14.3. The assignment of individual rights and obligations arising from these GTC and the consultancy agreement is only permitted with the express written consent of the other contracting party.