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INOSIM Consulting GmbH

Valid from 2/1/2015

§ 1 Range of validity of these terms and conditions
1. Our services are provided exclusively on the basis of these general terms of business, in the following called “Terms and Conditions”. They are an agreed component of all orders given to us.
2. They are valid for contracts whose object is the granting of advice and information by the contractor (below called “INOSIM Consulting”) to the customer (below called “Customer”) by the planning, preparation and implementation of economical or technical decisions.
3. The Terms and Conditions are valid for future orders even if they were not included again expressly in writing. These Terms and Conditions have priority adverse all commercial terms and shopping terms of the customer (repel clause).
4. Offers and information of the INOSIM Consulting are provided on basis of the information given by the Customer. Offers are made due to best knowledge and conscience. They are not-binding and non-committal. No liability for the correctness of the provided information and information is taken over by the INOSIM Consulting.

§ 2 Assignment of an order
1. These Terms and Conditions become effective with the assignment of an order to the INOSIM Consulting. An order can be also assigned informally. The assignment of an order is a component of these Terms and Conditions. In doubt or in the absence of a written order, §612 BGB (German Civil Code) is valid. On this occasion, these Terms and Conditions serve as a basis for the usual reimbursement.

§ 3 Services
1. Activities of the INOSIM Consulting are businesslike services according to §§611 and the following BGB (German Civil Code). The object of the order is the agreed consultation activity, not the achievement of a certain economical or technical success.
2. The services of the INOSIM Consulting are produced if the necessary investigations, analyses, and conclusions arising are worked out together with the Customer. It is unimportant whether and when the conclusions or recommendations are implemented.
3. Should the INOSIM Consulting, in addition, provide a detailed report, this must be agreed separately; the report is no certificate, but returns only the essential contents of expiry and result of the consultation.

§ 4 Changes in service
1. Additional changes and complements of the order or of the essential results of working require the written form for their effectiveness. This applies also for the renunciation of the written form requirement.
2. Protocols about discussions and the project state accord to this if they are signed by the authorized representatives of both sides. The INOSIM Consulting is obliged to carry out additional changes desired by the customer, provided that this is possible without additional costs or extensions of deadline. Otherwise, the INOSIM Consulting informs within 14 days about the details of the necessary additional expenditure. If the customer does not confirm the change within further 14 days in writing, the desire for change applies as cancelled

§ 5 Professional discretion, privacy, public relations
1. The INOSIM Consulting is obliged, even after the order has ended, to protect silence about all business-related or customer-related facts which have become known in connection with the order implementation.
2. Without written approval of the customer, the INOSIM Consulting neither may transmit these facts to third parties, nor use for itself. This also applies for written statements, in particular order-oriented reports or recommendations.
3. The INOSIM Consulting overtakes to oblige in written form every of its persons deployed with the realization of the order to obey this Terms and Conditions. The INOSIM Consulting is authorized to process the personal data entrusted to it in the context of an order considering the data protection regulations or to let them be processed by third parties. Third parties are obliged on the attention and observance of the data protection standards and regulations.
4. The INOSIM Consulting is authorized for advertisement purposes to report publicly about the business connection between the INOSIM Consulting and the Customer, e. g. in the form of press releases, homepage news, flyers or public talks. The INOSIM Consulting undertakes to protect every known company secrets of the Customer. The INOSIM Consulting assures to consider all advertising interests and PR interests of the Customer by every publication appropriately. The Customer commits himself to support the INOSIM Consulting in all PR efforts which refer to the business connection between INOSIM Consulting and the Customer by providing information and media (e.g. graphics, company logo) and to consider besides all advertising interests and appointment interests of the INOSIM Consulting appropriately.
5. The Customer is authorized for advertisement purposes to report publicly about the business connection between the INOSIM Consulting and the Customer, e. g. in the form of press releases, homepage news, flyers, or public talks. The Customer undertakes to protect every known company secrets of the INOSIM Consulting. The Customer assures to consider all advertising interests and PR interests of the INOSIM Consulting by every publication appropriately. The INOSIM Consulting commits itself to support the Customer in all PR efforts which refer to the business connection between the INOSIM Consulting and the Customer by providing information and media (e. g. graphics, company logo) and to consider besides all advertising interests and appointment interests of the Customer appropriately.

§ 6 Cooperation obligations of the Customer
1. The Customer is obliged to support the INOSIM Consulting after forces and to create all conditions necessary for the proper order implementation in the company sphere.

§ 7 Payoff of services
1. As far as not agreed differently, all quoted fee prices get on in Euro plus travel expenses, out-of-pocket expenses and the legal value added tax.  This applies also for fixed price offers.
2. The fee for the services of the INOSIM Consulting is charged due to the times used for the activity, or is agreed in writing as a fixed price. Fixed price offers are also service offers. Hence, fixed prices are accounted proportionately for the project time.
3. With bigger projects, a first rate of 50% of the estimated order sum can be required by conclusion of the order. A fee due to the degree of success or only in the successful case is always excluded, provided that this was not agreed expressly in writing.
4. The wage rates agreed with the assignment of an order apply for the specific order for maximum six months. All demands become due with invoicing practice and are payable immediately without deductions.
5. The legal sales tax is to be included to all prices and to expel separately in the calculation. Several Customers (natural and/or legal entities) are liable jointly and severally.
6. Compensation against demands of the INOSIM Consulting on reimbursement and display substitute is allowed only with indisputable or legally ascertained demands.

§ 8 Warranty, limitation
1. INOSIM Consulting carries out all works with the greatest care, always covering the individual situation and the needs of the Customer.
2. INOSIM Consulting provides warranty for the fact that the investigations and analyses will describe the situation of the Customer regarding the problem statement properly and completely. Data supplied by third parties or by the customer will be only checked on plausibility. The conclusions to be derived from the investigations and recommendations occur due to best knowledge and according to the approved rules from science and practice. The recommendations will be presented in understandable and comprehensible manner.
3. INOSIM Consulting provides warranty for the employment of severely qualified persons which are holding the necessary expertise as well as for their sequential care and control during the order implementation.
4. The customer is entitled to removal of any faults.
5. If the order has been given by a businessman within the scope of his commerce, a legal entity of the public law, or by a public law special property, the customer can require the cancellation of the contract only if the produced achievement is without interest for him because of failing of the amendment. In case of further claims, §9 of these Terms and Conditions applies.
6. The claim to removal of faults must be asserted by the customer immediately in writing. Evident faults apply as approved if they are not criticized in writing within two weeks after the conclusion of the works. The claims of the preceding paragraph fall under the statute of limitations with expiry of six months after the conclusion of the works.

§ 9 Liability
1. Compensation claims towards the INOSIM Consulting are excluded, as far as these are not based on deliberate or grossly negligent behavior.
2. Indirect damages as well as escaped profit are excluded from the liability. In case of contract with an entrepreneur due to §14 BGB (German Civil Code), the liability is limited to predictable damages typical for a contract, as far as these were not caused deliberately or grossly negligent, and as far as these are not based on the violation of essential contract duties.
3. If and as far as possible consultation mistakes are based on the fact that the Customer has not fulfilled his cooperation obligations, or not completely, or not in time, the liability is excluded. Contractual compensation claims of the customer towards the INOSIM Consulting fall under the statute of limitations in two years from claim origin.

§ 10 Copyright protection
1. The Customer answers for the fact that reports, organization charts, draughts, drawings, lists, and calculations which were produced within the scope of the order by the INOSIM Consulting are used only for the Customer´s own purposes and are not published without explicit approval of the INOSIM Consulting.
2. The application of the produced services by enterprises which are linked with the Customer requires a separate written arrangement. As far as results of finished works are capable of copyrights, the INOSIM Consulting remains the originator. In such cases, the customer receives the limited right, due to § 10, sentence 1, of these Terms and Conditions, otherwise the timely and locally unrestricted, irrevocable, exclusive and not transferable right of use for the working results.

§ 11 Dismissal and cancellation of the order
1. The order can be dismissed any time for important reason without observance of a term, for the rest, with a term of 14 days at the end of the month. To be effective, the dismissal needs the written form.
2. If the customer imposes the dismissal, it is discounted as follows: According to the already performed work, 50% or 100% of the agreed sum become due with fixed price orders, otherwise after actual time and material expenses.

§ 12 Miscellaneous
1. Rights from the contractual relationship with the INOSIM Consulting may be transferred only after previous written approval. For all claims from the contract, exclusively the law of the Federal Republic of Germany applies.
2. Changes and complements of these Terms and Conditions need the written form and must be labeled as those expressly. If regulations of these Terms and Conditions are all or partly ineffective, the remaining regulations remain untouched. The parties undertake to immediately replace the ineffective regulations with effective ones.
3. Legal venue for all disputes concerning the contract is the headquarters of the INOSIM Consulting GmbH (Dortmund, Germany).
4. Our offers are confidential and exclusively designated to the recipient addressed by us. Transfer of our offers to third parties is only allowed by our written permission. In case of unauthorized transfer of our offers, we are authorized to charge to the responsible – untouched by further compensation claims – a contractual penalty of five percent of the offer´s amount. Our offers and all information given by us are without obligation and by best knowledge,
though without guarantee of correctness. Prior sale and prior renting reserved.

Appendix: Compendium from the BGB (German Civil Code)

§ 14 BGB
Entrepreneur
(1) An entrepreneur means a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession.
(2) A partnership with legal personality is a partnership that has the capacity to acquire rights and to incur liabilities.

§ 611 BGB
Typical contractual duties in a service contract
(1) By means of a service contract, a person who promises service is obliged to perform the services promised, and the other party is obliged to grant the agreed remuneration.
(2) Services of any type may be the subject matter of service contracts.

§ 612 BGB
Remuneration
(1) Remuneration is deemed to have been tacitly agreed if in the circumstances it is to be expected that the services are rendered only for remuneration.
(2) If the amount of remuneration is not specified, then if a tariff exists, the tariff remuneration is deemed to be agreed; if no tariff exists, the usual remuneration is deemed to be agreed.

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