General Terms and Conditions

  • 1 Validity of the contractual conditions
  1. In all contractual relationships in which Forenti GmbH (hereinafter referred to as the “Contractor”) provides services or supplies products to other companies, legal entities under public law or special funds under public law (hereinafter referred to as the “Client”), these General Terms and Conditions shall apply exclusively, unless otherwise agreed.
  2. The Client’s general terms and conditions shall not become part of the contract, even if the Contractor executes a contract without expressly objecting to such conditions.
  3. The object of the Contractor’s services is to advise and support the Client and to provide evidence of or arrange funding and other financing opportunities as specified in the respective order. The Contractor shall carry out its activities as an independent contractor. It is not entitled to make legal declarations on behalf of the client unless it has been expressly authorized to do so by the client.
  • 2 Participation of the contractor/client
  1. The Client shall support the Contractor free of charge in the performance of the tasks incumbent upon it under the respective offer and shall provide it with all information and documents requested for the performance of the corresponding tasks and, in the case of performance of the order at the Client’s location, shall make available, for example, work rooms, telecommunications facilities, parking spaces, etc., if this is necessary or expedient for the performance of the order.
  2. If the client fails to comply with its obligations to cooperate and this results in the contractual services not being able to be performed, the client must nevertheless pay the agreed fee.
  • 3 Rights and obligations
  1. The Contractor shall be free to organize and schedule its performance time while safeguarding the interests of the Client.
  2. The performance of the services to be rendered by the Contractor under the respective contract shall be carried out in coordination with the Client.
  3. The Contractor shall be responsible for the type of execution of the commissioned service, unless it expressly rejects this in writing. The responsibility for measures and decisions agreed with the Client shall lie solely with the Client. The Client shall be obliged to raise any objections to the manner in which the Contractor performs the service without delay.
  4. The disclosure of professional statements of the Contractor by the Client to a third party requires the written consent of the Contractor, unless the consent to disclosure to a specific third party is already evident from the respective order content.
  5. The Contractor shall be entitled to include the Client in its list of references.
  • 4 Place of service provision
  1. The Contractor shall generally provide the agreed services at its place of business and make these available to the Client in the form of protocols, dossiers and/or notes.
  2. The necessary support for negotiations that fall within the Contractor’s scope of services shall be provided at the place of negotiation at the Client’s request.
  • 5 Feasibility
  1. The Contractor assumes no guarantee for the actual, legal and economic feasibility of the Client’s project or for the actual realization of any profit and return expectations of the Client or for the realization of the Client’s sales expectations, and in particular no guarantee that any funding applications will be approved.
  • 6 Competition
  1. The Contractor shall be permitted to take up and pursue further entrepreneurial activities of any kind, unless this would impair business and trade secrets or other interests of the Client worthy of protection.
  • 7 Prices, payments, reservation
  1. The fees agreed in the respective order shall apply to the remuneration of the services.
  2. If expressly agreed in the order, the Client shall reimburse the Contractor directly for all necessary and reasonable expenses incurred in the course of her work. The Contractor shall receive a flat rate per kilometer for journeys made in her vehicle for business purposes, provided this has been agreed in the order. Expenses shall be invoiced on the basis of receipts. The corresponding daily flat rates shall apply to expenses.
  3. The Contractor shall retain its claim to payment of the commission specified in the order even in cases in which the Client does not make use of the authorization or participation amount in question despite its approval or provision.
  4. The Contractor shall also receive a commission if its activities were partly responsible for the Client’s shareholders and/or a company legally or de facto affiliated with the Client in any way receiving benefits from investors or from a public subsidy program. The Client shall notify the Contractor of the receipt of a letter of approval without being requested to do so and shall send a copy to the Contractor without delay. Upon request, the Client shall grant the Contractor access to all documents that could be of interest for the accrual of commission and/or its amount.
  5. The Contractor’s fee claims shall remain unaffected by a termination if contracts are concluded with funding providers, participants or transferees that were proven or brokered by the Contractor during the term of the contract but only led to a conclusion after termination of the contractual relationship.
  6. The regulations on invoicing and due dates are set out in the respective order. From 8 days after the due date of a payment claim, the Contractor may demand default interest at the applicable statutory default interest rate without the need for a prior reminder.
  • 8 IP rights
  1. The Client warrants that expert opinions, organizational plans, drafts, drawings, lists, calculations and concepts prepared by the Contractor within the scope of the execution of the contract will only be used for its own purposes. The Contractor and its employees and vicarious agents shall retain all rights to which they are entitled under copyright law. The Client may only exploit this copyrighted intellectual property without the Contractor if it has been granted a corresponding right of use.
  • 9 Term, termination
  1. The term of the contract is determined by the respective order.
  2. In the event of ordinary termination, the Client may only demand a refund of any consultancy fee paid if the Contractor has not yet provided any service at the time of termination and the termination is demonstrably attributable solely to a culpable breach of duty by the Contractor towards the Client.
  3. In all other respects, any reclaim of remuneration is excluded.
  • 10 Liability and consequential damage
  1. The Contractor shall be liable to the Client without limitation
  • in the event of intent or gross negligence,
  • for injury to life, limb or health,
  • in accordance with the provisions of the Product Liability Act and
  • to the extent of a guarantee assumed by the contractor.
  1. In the event of a simple negligent breach of an obligation that is essential for achieving the purpose of the contract (cardinal obligation), the Contractor’s liability shall be limited to the amount of damage that is foreseeable and typical for the type of transaction in question.
  2. The Contractor shall have no further liability.
  3. The above limitation of liability shall also apply to the personal liability of the Contractor’s employees, representatives and bodies.
  4. Both contracting parties agree that the Contractor shall not assume any product liability towards third parties. The Client shall indemnify the Contractor against any product liability claims.
  • 11 Secrecy
  1. The contracting parties mutually undertake to maintain absolute confidentiality about all internal and external matters, business strategies, concepts, business processes and internal company information of which they become aware, even after the end of this contract.
  2. The Contractor is authorized to process the data entrusted to it, including personal data, within the scope of the purpose of the contract or to have it processed and used by third parties in compliance with data protection regulations.
  3. Information required to realize the purpose of the agreement may only be passed on to persons directly entrusted with the execution of the agreement and to public bodies and banking institutions. Both contracting parties shall impose corresponding confidentiality obligations on their employees who need to obtain knowledge of confidential information and documents.
  4. Sponsors and venture capital donors are only approached after prior consultation with the client. The same applies to the commissioning of third-party companies.
  • 12 Data protection
  1. The Contractor shall comply with all relevant laws and regulations on the protection of personal data when providing the contractually owed services. In addition, the provisions of the Contractor’s privacy policy, which is available at https://forenti-consulting.de/datenschutz/, shall apply.
    The Contractor has taken the organizational and technical measures described in the privacy policy and, unless specific requirements are described therein, suitable and state-of-the-art organizational and technical measures to ensure the availability, integrity, authenticity and confidentiality of its information systems, components and processes used in the context of the provision of services and all data provided or otherwise made accessible by the Client. These requirements also apply to communication and cooperation with the client. When using systems that are not subject to its access, it must impose corresponding obligations on its contractual partners and regularly monitor compliance with these obligations.
  • 13 Other provisions
  1. The Client shall only be entitled to transfer claims against the Contractor to third parties with the written consent of the Contractor.
  2. The client’s order fully covers all existing agreements between them. There are no ancillary agreements to this and, like amendments or additions to this contract, they must be made in writing to be legally effective. The requirement for the written form can only be waived by written agreement between the contracting parties.
  3. In the event of the invalidity of one or more provisions of the respective contract, the contracting parties shall agree on a legally valid replacement provision that comes as close as possible to the invalid provision in economic terms; the same shall apply to any loopholes in this contract. The same shall apply to figures, measurements and deadlines.
  4. The exclusive place of jurisdiction for all disputes arising from this contract shall be Berlin, unless otherwise stipulated by law. The relationship between the Contractor and the Client shall be governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) and private international law shall not apply.
  5. The German version of this document is binding; the English translation is for information purposes only.