General Terms and Conditions (GTC) for Project-Based Service Contracts
§ 1 Scope
(1) These Terms and Conditions apply in conjunction with any project offer or project agreement between the consulting company Mücke Roth & Company GmbH (hereinafter “MRC”) and a client (hereinafter “Client”) to all contracts for consulting, training, planning, organizational services, and similar services, unless otherwise agreed in writing. Deviating, conflicting, or supplementary general terms and conditions of the Client shall not apply unless MRC expressly agrees to their applicability in writing. This requirement for consent applies in all cases, for example, even if the Client refers to their general terms and conditions during the order process and MRC does not expressly object. These Terms and Conditions shall also apply if MRC provides the services unconditionally while being aware of conflicting or deviating terms of the Client.
(2) Individual agreements and the contents of MRC’s order confirmation shall prevail over these Terms and Conditions.
(3) Legally relevant declarations and notifications by the Client regarding the contract (e.g., setting of deadlines) must be made in writing. Written form within these Terms includes written and text form (e.g., letter, email, fax). Statutory form requirements and further proof requirements, particularly in case of doubts about the authority of the declarant, remain unaffected.
(4) References to statutory provisions are for clarification purposes only. Statutory provisions apply even without such clarification, unless they are directly modified or expressly excluded by these Terms and Conditions.
§ 2 Conclusion of Contract and Subject Matter
(1) Offers made by MRC are non-binding and subject to change. This also applies if MRC provides the Client with project proposals, descriptions, catalogs, technical documentation (e.g., drawings, plans, calculations, references to DIN standards), or other documents – including in electronic form – to which MRC retains ownership and copyright.
(2) If a period of validity is stated in the offer, the offer shall remain valid for that period. If no contract is concluded within this period, MRC shall no longer be bound by the offer.
The Client’s order constitutes a binding contractual offer. Unless otherwise specified in the order, MRC may accept this offer within three weeks after receipt.
(3) Acceptance may be declared either in writing (e.g., by order confirmation) or by conclusive action (e.g., commencement of the project).
MRC shall perform the agreed services according to the principles of proper professional practice and the application of current knowledge and experience. MRC retains the right to select and replace MRC freelancers or employees (both hereinafter referred to as „Employees“) involved in the project at any time.
§ 3 Scope of Services
The tasks, procedure, and nature of the deliverables and working materials shall be defined based on the offer in project agreements and, if applicable, in additional written agreements between the parties. Subsequent amendments, supplements, or extensions to the tasks, procedure, or deliverables require a specific agreement in text form.
§ 4 Client’s Duties to Cooperate
(1) The Client agrees to support the activities required for the execution of the contract.
(2) The Client shall provide, at no cost, all conditions necessary for the proper execution of the contract. In particular, the Client must designate a contact person who will be available to MRC’s Employees and authorized to make necessary interim decisions and provide timely access to all information and documents required for the work. The Client has no right to issue instructions to MRC’s Employees.
§ 5 Confidentiality
(1) The parties shall treat all information concerning business and trade secrets as confidential and shall not disclose such information or any other non-public information to third parties or use it for other purposes.
(2) Both parties shall impose corresponding obligations on their Employees.
(3) The confidentiality obligation shall continue to apply after termination of the contract.
(4) In case of culpable violation of subsections 1 or 2, a contractual penalty of EUR 10,000.00 shall become due. For continuing violations, the penalty shall apply for each month or part thereof. The assertion of further damages and other statutory claims remains reserved.
§ 6 Intellectual Property Rights
(1) MRC grants the Client a simple right of use and exploitation to all copyrights arising during the project. No separate remuneration is owed for this grant.
(2) Documents, templates, forms, tools, files, and similar materials provided by MRC may only be used by the Client for internal purposes and may not be shared with third parties.
(3) In case of culpable violation of subsection 2, a contractual penalty of EUR 10,000.00 shall become due, with a new penalty accruing for each month of ongoing violation. Additional claims for damages and statutory remedies remain unaffected.
(4) MRC shall retain the right to reuse any generic methods, know-how or concepts developed in the course of the project, provided that no confidential information or personal data is disclosed.
§ 7 Default of Acceptance
(1) If the Client’s cooperation is necessary for MRC to fulfill its obligations and the Client fails to act, MRC may claim reasonable compensation including additional expenses. MRC shall charge a lump-sum compensation of EUR 100.00 per calendar day, starting from the due date of the service or, absent a due date, from notice of readiness for execution. Proof of higher damages and statutory claims remain unaffected; the lump sum shall be credited against further monetary claims. The Client may prove that no or significantly lesser damage occurred.
(2) If the Client is in default, MRC may set a reasonable deadline for cooperation with notice that it will terminate the project contract if the Client fails to act within this period. Explicit termination is required. Statutory termination rights remain unaffected.
§ 8 Liability
(1) MRC shall be liable in accordance with statutory provisions, subject to subsection 2.
(2) MRC shall be liable for damages – on any legal grounds – if the breach of duty results in injury to life, body, or health. MRC is also liable for damages caused by willful intent or gross negligence. For simple negligence, MRC is liable only for breach of essential contractual obligations, limited to the typical, foreseeable damage. Otherwise, liability for slight negligence is excluded. The limitations also apply to the personal liability of MRC’s Employees. Section 639 of the German Civil Code (BGB) remains unaffected.
§ 9 Force Majeure
Events of force majeure that significantly hinder or temporarily make MRC’s performance impossible shall entitle MRC to postpone its obligations for the duration of the impediment plus a reasonable startup period. Strikes, lockouts, and similar events that directly or indirectly affect MRC and are beyond its control are considered equivalent to force majeure.
§ 10 Term of Contract
The project contract is considered fulfilled when the services specified in the project contract have been duly performed.
§ 11 Fees, Incidental Costs, Due Dates
The fee for MRC’s services is based on the time spent, including travel time if applicable (time-based fee). The applicable hourly rates and travel and accommodation costs are set forth in the respective project contract. In the absence of a specific agreement, MRC’s current list prices at the time of contract conclusion apply, plus statutory VAT. Billing generally occurs monthly. All invoices are payable within 15 days of the invoice date. Discounts are only granted if explicitly agreed. Unauthorized deductions will be reclaimed by MRC.
§ 12 Employee Poaching, Placement Fee
(1) The Client agrees not to solicit MRC Employees involved in the project for employment, either directly or indirectly, during the contract term and for 12 months after termination.
(2) In case of breach, MRC is entitled to a placement fee of 25% of the employee’s first annual target compensation, including all bonuses and fringe benefits (e.g., company car benefits, plus VAT), with a minimum fee of EUR 20,000.00 plus VAT. Additional claims for damages remain reserved. The placement fee is due 14 days after the employee signs a contract with the Client.
(3) The Client must notify MRC immediately of the conclusion of any contract with such an Employee and, upon request, confirm the contractual relationship and total compensation in writing.
(4) These provisions also apply to any activities (including consulting, coaching, training, board memberships) the Employee undertakes for the Client during the specified period.
§ 13 Assignment
Assignment of rights or transfer of obligations under project contracts requires prior written consent of both parties. Section 354a of the German Commercial Code (HGB) remains unaffected.
§ 14 Reference Use
MRC may list the Client and the type of services provided in a customer reference list for marketing and acquisition purposes, considering confidentiality interests. The Client may object to such use at any time.
§ 15 Miscellaneous
(1) There are no oral or written side agreements to these Terms and Conditions.
(2) Amendments and deviations from these Terms must be made in writing. This also applies to waivers of the written form requirement. Section 305b BGB remains unaffected.
(3) The invalidity of any provision shall not affect the validity of the remaining provisions. Should any provision be invalid or unenforceable, the parties shall negotiate a valid provision that closely reflects the original intent. This also applies to gaps in the contract.
(4) German law applies. The exclusive place of jurisdiction for all disputes arising from the contractual relationship is MRC’s registered office in Munich. Mandatory statutory provisions remain unaffected.
June 2025
(1) These Terms and Conditions apply in conjunction with any project offer or project agreement between the consulting company Mücke Roth & Company GmbH (hereinafter “MRC”) and a client (hereinafter “Client”) to all contracts for consulting, training, planning, organizational services, and similar services, unless otherwise agreed in writing. Deviating, conflicting, or supplementary general terms and conditions of the Client shall not apply unless MRC expressly agrees to their applicability in writing. This requirement for consent applies in all cases, for example, even if the Client refers to their general terms and conditions during the order process and MRC does not expressly object. These Terms and Conditions shall also apply if MRC provides the services unconditionally while being aware of conflicting or deviating terms of the Client.
(2) Individual agreements and the contents of MRC’s order confirmation shall prevail over these Terms and Conditions.
(3) Legally relevant declarations and notifications by the Client regarding the contract (e.g., setting of deadlines) must be made in writing. Written form within these Terms includes written and text form (e.g., letter, email, fax). Statutory form requirements and further proof requirements, particularly in case of doubts about the authority of the declarant, remain unaffected.
(4) References to statutory provisions are for clarification purposes only. Statutory provisions apply even without such clarification, unless they are directly modified or expressly excluded by these Terms and Conditions.
§ 2 Conclusion of Contract and Subject Matter
(1) Offers made by MRC are non-binding and subject to change. This also applies if MRC provides the Client with project proposals, descriptions, catalogs, technical documentation (e.g., drawings, plans, calculations, references to DIN standards), or other documents – including in electronic form – to which MRC retains ownership and copyright.
(2) If a period of validity is stated in the offer, the offer shall remain valid for that period. If no contract is concluded within this period, MRC shall no longer be bound by the offer.
The Client’s order constitutes a binding contractual offer. Unless otherwise specified in the order, MRC may accept this offer within three weeks after receipt.
(3) Acceptance may be declared either in writing (e.g., by order confirmation) or by conclusive action (e.g., commencement of the project).
MRC shall perform the agreed services according to the principles of proper professional practice and the application of current knowledge and experience. MRC retains the right to select and replace MRC freelancers or employees (both hereinafter referred to as „Employees“) involved in the project at any time.
§ 3 Scope of Services
The tasks, procedure, and nature of the deliverables and working materials shall be defined based on the offer in project agreements and, if applicable, in additional written agreements between the parties. Subsequent amendments, supplements, or extensions to the tasks, procedure, or deliverables require a specific agreement in text form.
§ 4 Client’s Duties to Cooperate
(1) The Client agrees to support the activities required for the execution of the contract.
(2) The Client shall provide, at no cost, all conditions necessary for the proper execution of the contract. In particular, the Client must designate a contact person who will be available to MRC’s Employees and authorized to make necessary interim decisions and provide timely access to all information and documents required for the work. The Client has no right to issue instructions to MRC’s Employees.
§ 5 Confidentiality
(1) The parties shall treat all information concerning business and trade secrets as confidential and shall not disclose such information or any other non-public information to third parties or use it for other purposes.
(2) Both parties shall impose corresponding obligations on their Employees.
(3) The confidentiality obligation shall continue to apply after termination of the contract.
(4) In case of culpable violation of subsections 1 or 2, a contractual penalty of EUR 10,000.00 shall become due. For continuing violations, the penalty shall apply for each month or part thereof. The assertion of further damages and other statutory claims remains reserved.
§ 6 Intellectual Property Rights
(1) MRC grants the Client a simple right of use and exploitation to all copyrights arising during the project. No separate remuneration is owed for this grant.
(2) Documents, templates, forms, tools, files, and similar materials provided by MRC may only be used by the Client for internal purposes and may not be shared with third parties.
(3) In case of culpable violation of subsection 2, a contractual penalty of EUR 10,000.00 shall become due, with a new penalty accruing for each month of ongoing violation. Additional claims for damages and statutory remedies remain unaffected.
(4) MRC shall retain the right to reuse any generic methods, know-how or concepts developed in the course of the project, provided that no confidential information or personal data is disclosed.
§ 7 Default of Acceptance
(1) If the Client’s cooperation is necessary for MRC to fulfill its obligations and the Client fails to act, MRC may claim reasonable compensation including additional expenses. MRC shall charge a lump-sum compensation of EUR 100.00 per calendar day, starting from the due date of the service or, absent a due date, from notice of readiness for execution. Proof of higher damages and statutory claims remain unaffected; the lump sum shall be credited against further monetary claims. The Client may prove that no or significantly lesser damage occurred.
(2) If the Client is in default, MRC may set a reasonable deadline for cooperation with notice that it will terminate the project contract if the Client fails to act within this period. Explicit termination is required. Statutory termination rights remain unaffected.
§ 8 Liability
(1) MRC shall be liable in accordance with statutory provisions, subject to subsection 2.
(2) MRC shall be liable for damages – on any legal grounds – if the breach of duty results in injury to life, body, or health. MRC is also liable for damages caused by willful intent or gross negligence. For simple negligence, MRC is liable only for breach of essential contractual obligations, limited to the typical, foreseeable damage. Otherwise, liability for slight negligence is excluded. The limitations also apply to the personal liability of MRC’s Employees. Section 639 of the German Civil Code (BGB) remains unaffected.
§ 9 Force Majeure
Events of force majeure that significantly hinder or temporarily make MRC’s performance impossible shall entitle MRC to postpone its obligations for the duration of the impediment plus a reasonable startup period. Strikes, lockouts, and similar events that directly or indirectly affect MRC and are beyond its control are considered equivalent to force majeure.
§ 10 Term of Contract
The project contract is considered fulfilled when the services specified in the project contract have been duly performed.
§ 11 Fees, Incidental Costs, Due Dates
The fee for MRC’s services is based on the time spent, including travel time if applicable (time-based fee). The applicable hourly rates and travel and accommodation costs are set forth in the respective project contract. In the absence of a specific agreement, MRC’s current list prices at the time of contract conclusion apply, plus statutory VAT. Billing generally occurs monthly. All invoices are payable within 15 days of the invoice date. Discounts are only granted if explicitly agreed. Unauthorized deductions will be reclaimed by MRC.
§ 12 Employee Poaching, Placement Fee
(1) The Client agrees not to solicit MRC Employees involved in the project for employment, either directly or indirectly, during the contract term and for 12 months after termination.
(2) In case of breach, MRC is entitled to a placement fee of 25% of the employee’s first annual target compensation, including all bonuses and fringe benefits (e.g., company car benefits, plus VAT), with a minimum fee of EUR 20,000.00 plus VAT. Additional claims for damages remain reserved. The placement fee is due 14 days after the employee signs a contract with the Client.
(3) The Client must notify MRC immediately of the conclusion of any contract with such an Employee and, upon request, confirm the contractual relationship and total compensation in writing.
(4) These provisions also apply to any activities (including consulting, coaching, training, board memberships) the Employee undertakes for the Client during the specified period.
§ 13 Assignment
Assignment of rights or transfer of obligations under project contracts requires prior written consent of both parties. Section 354a of the German Commercial Code (HGB) remains unaffected.
§ 14 Reference Use
MRC may list the Client and the type of services provided in a customer reference list for marketing and acquisition purposes, considering confidentiality interests. The Client may object to such use at any time.
§ 15 Miscellaneous
(1) There are no oral or written side agreements to these Terms and Conditions.
(2) Amendments and deviations from these Terms must be made in writing. This also applies to waivers of the written form requirement. Section 305b BGB remains unaffected.
(3) The invalidity of any provision shall not affect the validity of the remaining provisions. Should any provision be invalid or unenforceable, the parties shall negotiate a valid provision that closely reflects the original intent. This also applies to gaps in the contract.
(4) German law applies. The exclusive place of jurisdiction for all disputes arising from the contractual relationship is MRC’s registered office in Munich. Mandatory statutory provisions remain unaffected.
June 2025
