Service Terms & Conditions
These general terms and conditions apply to all consulting, brokerage, editorial and other services (hereinafter referred to as services) which are provided to a customer on the basis of an order or an order confirmation and, if available, a project specification sheet from DGDA Diplomatische Dienste GmbH (DGDA) ,
Order, order confirmation and, if available, the project specification sheet are collectively referred to as "contract" within these terms.
All services provided by DGDA are exclusively available to accredited Diplomats in the exercise of their official duties, Companies or Entrepreneurs. The provides services are not available to end consumers.
§ 1 – Type and scope of consulting and services
DGDA provides services in accordance with the content discussed with the customer. These may e.g. be of a purely advisory nature, of editorial nature, or may lie in the organization of events or the mediation of contacts and business opportunities or the provision of goods. The nature and extent of the service is specified and defined in the offer document. This definition is crucial for the performance obligation of the DGDA.
DGDA does not provide legal and / or tax advice. If necessary, customers are advised to consult a lawyer and / or tax advisor.
DGDA provides the consulting and services under this contract according to the current state of knowledge at the time of conclusion of the contract and by qualified personnel.
DGDA is entitled to have individual services provided by subcontractors. DGDA shall ensure that all requirements of the contract with the customer that apply to the part to be performed by the subcontractor become part of the contract that DGDA concludes with the respective subcontractor.
Work contracts are not owed by DGDA unless the contracting parties have expressly agreed otherwise.
§ 2 – Participation services of the customer
The customer will coordinate the subject matter of the contract in detail (among other things, the nature and extent of the service owed and the duration of the service and deadlines) with DGDA and support DGDA in providing the services to a reasonable extent. In particular, he will provide DGDA with the necessary information and documents in full and in a timely manner and ensure that adequate numbers of appropriate contact persons with the necessary expertise are available to DGDA.
The customer is solely responsible for the completeness and truth of the information provided. In the case of services in which the DGDA processes information provided by the customer, the customer is obliged, upon request by DGDA, to verify and confirm the correct representation by DGDA.
If necessary, the customer will grant DGDA access to its buildings and premises, insofar as this is necessary for the provision of services by DGDA.
The customer himself will ensure a proper data backup.
In the respective contract, further cooperation obligations of the customer can be agreed.
In the event of breaches by the customer of his obligation to cooperate, any deadlines to be observed by DGDA shall be extended by the delay caused by the breach. In addition, DGDA will be released from its obligation to deliver, if originally planned resources (resources, personnel) are no longer available as a result of the obligation to cooperate and / or delays caused thereby or if the planned project becomes unenforceable. Additional expenses incurred by DGDA as a result of a breach of the duty to cooperate shall be reimbursed by the customer in an appropriate amount. Possible claims for damages are expressly reserved.
§ 3 – Rights to the embodied service results
The DGDA grants the customer the non-exclusive, 2-year limited and non-transferable right, to use service results provided under the contract in the form of a project completion report, as far as this usage results from the purpose and scope of the contract and the contracting parties in nothing have agreed otherwise.
§ 4 – Compensation
The services provided by DGDA will be remunerated according to time. Material costs or costs for the provision of goods will be priced and remunerated separately. Waiting periods of the DGDA employees for which the customer is responsible are remunerated in the same way as working hours. Travel expenses and expenses, which DGDA has to pay its employees in the scope of these services in accordance with the respective travel expense regulations of DGDA, will be charged to the customer.
The remuneration for the execution of consulting and services takes place after a fixed price per person day agreed in the contract. A person's day includes 8 hours including breaks. Additional time, surcharges for work on weekends and public holidays and ancillary costs must be paid separately.
Unless expressly stated otherwise, the total prices and times quoted in offers by DGDA are non-binding estimates of the costs and time to be expected according to the expert's calculation.
If a flat-rate price is agreed for a service, it refers to an hourly rate of € 250 per hour. If the hours required for the fulfillment of the contract exceeds the hourly quota covered by the flat rate by more than 10% for reasons for which the DGDA is not responsible, then DGDA shall be entitled to recalculate the additional expenses in accordance with the actual additional costs incurred. If the customer is not prepared to pay the additional expenses, both parties are entitled to withdraw from the contract. All services provided until then are considered complete and can not be refunded.
The services provided by DGDA will be duly invoiced to the customer at the agreed milestones, on a monthly basis and / or at the latest upon completion of the services.
The prices state are net plus the applicable VAT.
The customer is only entitled to offsetting if his counterclaims, in the case they are legally established, undisputed or acknowledged in writing by DGDA. A right of retention of the customer is excluded, unless the counterclaim of the customer comes from the same contractual relationship and is legally established, undisputed or recognized by DGDA in writing.
§ 5 – Payment deadlines / delays
The invoices are due for payment within 10 days after receipt of the invoice without deductions.
If the customer defaults in payment in whole or in part, DGDA shall be entitled, from the time of default, to the statutory interest of 8% p. a. above the base rate.
In the event of default of the customer DGDA is entitled to withhold their services, retained services during the default of the customer will only be executed against advance payments or security deposits.
If the customer does not comply with his payment obligation despite a payment reminder, DBM is entitled to extraordinarily cancel the order. In this case, DBM is entitled to compensation for the services rendered up to the effective date of the termination on the basis of the contract, as well as an additional claim for damages in the amount of 15% of the total contract volume or in the amount of at least one monthly flat fee. This also applies to the delay of down payment invoices and the associated obstruction of the contract start by the customer.
§ 6 – Qualitative performance disorder
If the service is not provided according to contract or incorrectly and if DGDA is responsible for this, DGDA is obliged to provide the service in accordance with the contract within a reasonable period of time at no extra cost to the customer. The prerequisite is a prior complaint by the customer, which must be made in writing to DGDA without delay, but at the latest within 10 days of knowledge, and must describe the breach of duty as detailed as possible.
If the contractual provision of the service for reasons to be represented by DGDA is not successful, even within a reasonable grace period to be expressly set by the customer, the customer is entitled to terminate the contract without notice. In this case, DGDA is entitled to compensation for the services rendered up to the coming into effect of the termination on the basis of the contract.
§ 7 – Liability
A liability of DGDA for slightly and grossly negligent breaches of duty is excluded, as far as these do not concern damage from injury to life, limb or health or claims under the Product Liability Act. Furthermore, the liability for the breach of obligations, the fulfillment of which makes the proper performance of the contract possible in the first place and on the compliance of which the user may regularly rely ("essential contractual obligations") remains unaffected. In the case of a breach of essential contractual obligations, however, the customer's claims for damages are limited to the replacement of contract-typical, foreseeable damages. The same liability limitations apply to breaches of duty by the legal representatives and vicarious agents of DGDA.
Claims for damages against the other party to the contract shall be time-barred in accordance with the statutory provisions, but no later than 12 months after the breach of duty or the unlawful act. This does not apply to cases in which liability is based on intent.
In the case of loss of data, DGDA is only liable for the expenses that would have been necessary for proper data backup by the customer for the restoration of the data.
§ 8 – Data protection
DGDA collects, processes and uses personal data only insofar as these are necessary for the establishment, content, execution, fulfillment and modification of the contractual relationship established with the customer.
DGDA, its employees and, where applicable, subcontractors are obliged to observe data secrecy in accordance with § 5 of the Federal Data Protection Act.
The customer agrees that DGDA uses cloud services to provide the services owed and may also transfer personal data of the customer to servers operating in countries that do not offer the same level of data protection as member states of the European Union.
Insofar as the customer has given his consent to the collection, processing and / or use of his data, he may revoke his consent at any time with effect for the future. Recipient is the DGDA Diplomatic Services GmbH, Potsdamer Platz 1, 10785 Berlin
Insofar as DGDA processes personal data from the customer's area in connection with the contractual services, this is done on behalf of and on the order of the customer in accordance with § 11 BDSG. The contracting parties will conclude a separate contract for order data processing for this purpose. The Customer will notify the persons concerned if they wish to pass on their data to DGDA and obtain the corresponding consent, which also covers the use of the data by an SaaS provider.
§ 9 – Confidentiality
DGDA undertakes to maintain confidentiality with respect to all business and trade secrets of the customer which have become known in the course of its contractual activity; Such secrets are all information that is not widely available. The customer must ensure that such information is clearly marked as confidential with the label "Confidential" and the confidentiality is declared to DGDA in writing.
DGDA is only entitled to publish work results with the prior written consent of the customer; if published in anonymous form, the customer's consent is not required. DGDA has the right to use the project including the short description as well as the name and logo of the customer as a reference without restriction in its own physical and / or digital sales documents including its own websites.
§ 10 – Prohibition of solicitation and employment by third parties
The customer undertakes not to hire any employees of DGDA and / or to employ third parties in any form.
This prohibition applies for the duration of the agreed contract as well as for another five years beyond the term of the contract.
§ 11 – Extraordinary termination
During the course of the order, any information that may make the fulfillment of the assignment impossible and / or that the information provided by the customer is not truthful and / or circumstances cause the fulfillment of the order to be detrimental to DGDA's reputation goes, the DGDA is entitled to withdraw from the contract. In this case, DGDA is entitled to compensation for the services rendered up to the coming into effect of the termination on the basis of the contract. Any further claims for damages remain unaffected.
If the customer makes use of his extraordinary right of termination in accordance with §6, DGDA is entitled to compensation for the services rendered up to the coming into effect of the termination on the basis of the contract.
§ 12 – Placement results
If the assignment is a relaying activity or if the in the course of the contract or by the activities of the DGDA result in relaying results (business contacts and / or business opportunities of the customer with third parties), the DGDA is entitled to a performance fee. These are agreed in individual cases with the customer.
However, the DGDA is not liable for the conclusion of successful transactions with third parties arising from relaying or other activities, nor is the DGDA liable for the entrepreneurial behavior of the customer or the third party.
§ 13 – Jurisdiction
If the customer is a company or an entrpreneur, a legal entity under public law or special fund under public law, the place of jurisdiction is the registered office of the DGDA, currently Berlin. However, DGDA retains the right to sue the customer at the generally applicable place of jurisdiction.
If the customer is a member of the Diplomatic Corps, DGDA retains the right to sue the customer at his home country.
§ 14 – Final provisions
DGDA reserves the right to change these terms and conditions retroactively. In this case, DGDA will notify the customer of the changes in good time. If the customer does not object to the changes two weeks after receipt of the notification, these are deemed to have been accepted by the customer. If the customer contradicts the changes, DGDA has the right to terminate the contractual relationship with the customer extraordinarily and without notice. In the notification of the changes, DGDA will also inform the customer about the possibility of the objection and the legal consequences of the omitted objection.
The customer's terms and conditions do not apply in addition to these terms and conditions.
Should individual provisions of these General Terms and Conditions be or become wholly or partially invalid or in need of supplementation, the validity of the remaining provisions shall remain unaffected. The Contracting Parties will agree to a new provision that comes closest to the intended economic purpose in place of the ineffective or supplemental provisions. The same applies to the existence of a gap.
The general terms and conditions are subject to the laws of the Federal Republic of Germany to the exclusion of UN sales law.
If the customer is a merchant, a legal entity under public law or special fund under public law, the place of jurisdiction is the registered office of the DGDA, currently Berlin. However, DGDA retains the right to sue the customer at the generally applicable place of jurisdiction.