General terms and conditions (GTC) of UMCO GmbH

1. The following Terms and Conditions (hereinafter referred to as GTC) shall govern the relationship between the Client and UMCO GmbH (hereafter referred to as UMCO).
    
2. Unless otherwise agreed on an individual basis, these Terms and Conditions apply to the contract to the exclusion of all other terms, whether implied or otherwise. 
    
3. Consulting services, advice, recommendations, or opinions provided by UMCO do not constitute legal advice within the meaning of the Rechtsdienstleistungsgesetz (RDG).

1. Unless otherwise agreed, the hourly rate is 190 € . Services performed on an hourly basis are billable in 15-minute intervals. There is an additional 30 % surcharge for work done on Sundays and German public holidays.
    
2. All prices and price agreements are net prices and subject to current value added tax.
    
3. Travel times are billable at an hourly rate of 95 €.
    
4. Travel, accommodation and other associated employee expenses incurred by UMCO in connection with the contract are reimbursable - unless otherwise agreed - on the following basis.
   - Accommodation costs actually incurred (suitable/appropriate standard)
   - Travel expenses from the UMCO offices (Hamburg/Cologne) in line with:
       - Train travel: 2. Class
       - Air travel: cheapest ticket according to availability
       - Rental car: effective costs
       - Company car: 0,75 € per km
   - Catering for travel within and outside Germany according to the rates set by the Finance Ministry. 
    
5. The agreed remuneration is subject to statutory value-added tax and is payable without deduction within 14 days of the invoice date. Bank fees for international transfer are paid by the Client.
    
6. When an advisory contract is signed, the Client becomes obligated to transfer the agreed flat rate in advance, following receipt of an invoice from UMCO. Ongoing costs incurred by UMCO on behalf of third parties engaged for the purpose of the contract (e.g. for the Poisons Information Centre (GIZ-Nord) or NCEC) are also payable one year in advance.
    
7. For orders with a total value of more than 2,500 €, UMCO is entitled to invoice partial payments on a monthly basis. UMCO will provide the Client with the corresponding verification upon request.
    
8. UMCO is entitled to adjust the agreed flat rate appropriately should unexpected circumstances arise.  Unexpected circumstances may include, in particular:
   - An increase in actual costs which clearly affects the basis for calculating the flat rate, e.g. an additional outlay of 15%,
   - Violations of the client's obligation to cooperate,
   - Changes by the Client to their requested services from UMCO, subsequent to signing the contract,
   - Price changes of the cooperation partners or suppliers engaged to fulfil the contract,
   - Market circumstances whose effects require an adjustment to the flat rate,
   - Price changes that directly impact ancillary services and expenses.
    
9. Payment is deemed to have been made by the Client after UMCO possesses the stipulated remuneration without restriction or limitation.
    
10. In the case of seminars/trainings, the invoice will be issued at the beginning of the seminar. Payment on site at the beginning of the event is excluded. Limited or partial in the seminar does not entitle the participant to a reduction in fees.
     
11. External costs arising in connection with the contract shall be borne in full by the Customer. Payment is part of the Client's obligation to cooperate.

Legal compensation to the Client is only admissible if their claim is undisputed or has been established in a German court of law. Counterclaims from the same contractual relationship are excluded.

1. Unless otherwise agreed, contracts with UMCO are valid indefinitely. Both parties may terminate the contract with three months' notice through to the end of each calendar year.
    
2. Individual services may be booked separately, or terminated with three months’ notice to the end of each calendar
   year.
    
3. If UMCO terminates the contract for any reason for which the Client is responsible, the Client is not released from their obligation to pay the agreed remuneration until the end of the contractual relationship.
    
4. The right of all parties to extra-ordinarily terminate the contract for good cause remains unaffected. Good cause exists for UMCO when there is, in particular:
   - Late or defaulted payment on the part of the Client,
   - Doubt about the creditworthiness of the Client,
   - An application for the opening of insolvency proceedings by the Client, or refusal of same,
   - A cessation of the Client's business activities,
   - A violation of the obligation to cooperate.
   
   The right of extraordinary termination exists for both parties in particular, when Third parties whose services UMCO uses to fulfil the contract increase their prices and
   - UMCO offers the client an adjustment of the contract and
   - The client rejects it.

1. The provision of UMCO's services are reliant upon information provided by the Client. Such information must be
   disclosed completely and truthfully, when contract negotiations are concluded. If the Client subsequently becomes
   aware of any further information, this information must be provided to UMCO without delay. UMCO is not obliged to
   check the completeness and correctness of any data, facts, or other information and services provided to UMCO by
   the Client. This clause does not apply if the contract expressly includes such an investigation by UMCO.
    
2. The Client is obliged to:
   - Provide UMCO employees with timely access to all information necessary to fulfil the contract, including all
   necessary documentation and knowledge of any circumstances that may be of importance for the fulfilment of the
   contract, even without the express request for such information.
   - Comprehensively inform UMCO regarding any known dangers and operating procedures without need for prior
   solicitation on the part of UMCO.

If performance of the contract is dependent on the services of third parties (clause B. 11.), Umco is entitled to suspend its own services until payment of outstanding invoices by the Client.

UMCO is entitled to engage the services of third parties for the performance of contractual obligations.

1. UMCO is liable without limitation for damages caused via malice or gross negligence on their part.
    
2. Excepting cases of injury to life, body, or health, UMCO shall be liable for simple negligence only if essential contractual obligations (cardinal obligations) have been violated. An essential contractual obligation is an obligation where the Client would typically rely on the adherence thereof, and without which the contract cannot be fulfilled.
    
3. Liability for indirect and unforeseeable damage, loss of production or use of assets, loss of profit, unrealised savings, and pecuniary loss due to third-party claims is excluded in the case of simple negligence, except in the case of injury to life, body or health.
    
4. Any further liability than that described in this contract is excluded, irrespective of the legal nature of the asserted claim.However, the above limitations and exclusions of liability do not apply to a legally mandatory liability without fault (e.g. in accordance with the Product Liability Act) or the liability arising from a no-fault guarantee.
    
5. Insofar as liability is limited or excluded pursuant to clauses 3 and 4, this shall also apply to the personal liability of the employees, workers, representatives, institutions, and auxiliary agents of the relevant parties.

1. UMCO's obligation to retain documents in connection with the contracted service shall end one year after termination of the contract, unless UMCO is legally obligated to retain them for a longer period.
    
2. Documents provided by the Client are returnable upon request of the Client and at the Client's expense upon
   termination of the contract. If the Client does not request the documents, UMCO is entitled to destroy them after one year, unless UMCO is legally obligated to keep them for a longer period.
    
3. Documents prepared by UMCO for the purposes of the contract, but which were not prepared expressly for the Client, may only be released by the Client with UMCO's express written consent.

UMCO reserves the right to change or amend these GTCs in compliance with legal requirements, especially to the extent that this is necessitated by changes in the law, changes in jurisdiction or changes in the economic situation and that this will disadvantage the client disproportionately in bad faith. Changes or additions to these GTCs shall be notified in text form or by electronic means of communication at least 30 days before the amended GTCs are due to take effect. If the Client has agreed on an electronic means of communication within the scope of the business relationship, the changes may also be offered by this means. They are deemed to have been accepted if, within two months of notification, the Client does not object in text form or, where agreed, by electronic means of communication. The Client shall be specifically informed of their right of objection and of the consequences in the absence of an objection to the notification. If the client objects to the change or addition, the contract may be terminated by giving ordinary notice. Continued use by the Client of the requested services under the changed conditions is deemed to be acceptance of same.

1. As far as legally permissible, Hamburg is the place of jurisdiction. The applicable laws and regulations are those of the Federal Republic of Germany.
   
2. The contractual relationship between UMCO and the Client, and all claims arising therefrom, is governed by the laws of the Federal Republic of Germany to the exclusion of all international and supranational (contractual) legal systems, especially the UN Convention on Contracts for the International Sale of Goods.

1. Legally relevant declarations and notifications made by the Client to UMCO (e.g. setting deadlines, notification of
   defects, declarations of withdrawal or reduction in services) after the contract has been signed must be delivered in
   writing.
    
2. The language of communication between all parties is German. However, English is also permissible for the purposes of forwarding or reproducing the content of foreign-language documents or of facts relating to the contract.
    
3. References to the validity of legal regulations have only a clarifying significance. Even without such clarification, the
   statutory provisions shall apply insofar as they are not directly modified or explicitly excluded in these GTC.
    
4. The use of services provided by UMCO does not guarantee economic success of the Client.
    
5. Oral agreements made before or after signing a contract are invalid without express written confirmation.
    
6. The Client undertakes to appoint a contact person who is authorised to act on behalf of the Client and its subsidiaries and to make such interim decisions as may be necessary for the ongoing fulfilment of the contract. If questions or problems arise during the fulfilment of the contract that cannot be clarified via the contact person, UMCO is entitled to contact the Client's management body directly at any time.
    
7. If the invoice address has to be changed again subsequently at the instigation of the client, the associated expenditure shall be invoiced at the hourly rate specified under B. 1. Costs incurred in connection with the registration and use of the Client's digital portals shall also be invoiced at the hourly rate specified under B.1.