Status: June 2023

A. General provisions

1. Scope of application

1.1 These General Terms and Conditions (“GTC”) apply to all consulting and project services and other services (hereinafter collectively referred to as “Services”) provided by Lünendonk & Hossenfelder GmbH (“Lünendonk”) to its clients (Lünendonk and the client hereinafter also referred to individually as ‘Party’ and collectively as “Parties”). Hossenfelder GmbH (“Lünendonk”) provides to its clients (Lünendonk and the client hereinafter also referred to individually as ‘Party’ and collectively as “Parties”). They also apply to all future deliveries, services, or offers to the client, even if they are not agreed separately again. These GTC only apply if the client is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law.

1.2 Only Lünendonk’s General Terms and Conditions apply. Any general terms and conditions used by the client shall only apply if Lünendonk has expressly agreed to them in writing. This shall also apply if Lünendonk does not expressly object to the client’s general terms and conditions.

1.3 The general provisions of this Section A apply to all services provided by Lünendonk. In addition, the applicable special provisions in Section B apply to certain specific services ordered via the online shop. In the event of contradictions or ambiguities between the general provisions of this Section A and the special provisions of Section B, the special provisions of Section B shall take precedence over the provisions of this Section A.

2. Offer and conclusion of contract

2.1 All offers made by Lünendonk are subject to change and non-binding unless they are expressly marked as binding.

2.2 A contract shall be concluded upon signature of the offer documents from Lünendonk by the client and Lünendonk or by order of the client and a corresponding order confirmation from Lünendonk (“contract”). Offer documents and the order confirmation are hereinafter referred to collectively as “order documents.”

3. Services and deadlines

3.1 Lünendonk shall provide the services for the client as specified in the respective order document (“Services”) and any agreed changes to the services (in accordance with Section 4).

3.2 Within the scope of the subject matter of the contract, Lünendonk shall perform the necessary services independently and in a professional manner, taking into account the current state of the art and generally accepted methods and procedures.

3.3 Unless expressly agreed otherwise in individual cases, Lünendonk’s activities consist of the independent provision of services, in particular consulting services to the client. No specific success is owed or guaranteed.

3.4 Lünendonk may also engage competent third parties to fulfill its contractual obligations. In this case, Lünendonk is obliged to select the person carefully and is also liable for ensuring that the third parties perform their services with the customary care.

3.5 The dates and deadlines for services promised by Lünendonk are always approximate, unless a fixed date or deadline has been expressly promised or agreed.

3.6 In the event of force majeure or other events that were unforeseeable at the time the contract was concluded (e.g., war, riots, invasion, terrorist acts or sabotage, fire, earthquake, floods or other similar natural disasters, strikes, lawful lockouts, labor shortages, pandemics or epidemics, official measures, or the failure of third-party partners to deliver, or to deliver correctly or on time, despite a congruent hedging transaction concluded by us), the party affected by this shall be released from its performance obligations for the duration of the disruption and to the extent of its effect, even if it is in default. This does not result in automatic termination of the contract. The parties are obliged to notify each other of such an obstacle and to adjust their obligations to the changed circumstances in good faith.

4. Changes to services

4.1 Each party may request in writing a restriction, change, or extension of the services specified in the respective order document (“service change”). If the client requests a service change, Lünendonk will review it promptly and, if the requested service change is feasible for Lünendonk, submit an offer for the service change to the client, specifying in particular any possible effects on service periods and remuneration. If Lünendonk does not submit an offer to the client in individual cases, it will also inform the client of this.

4.2 Lünendonk may charge a separate fee for the necessary review of change requests. In this case, Lünendonk shall notify the client immediately and at the same time submit a corresponding cost estimate for reviewing the change request.

4.3 All changes to services require the consent of both parties and a written agreement on the changes to services. Lünendonk shall continue to provide the services on the basis of the originally concluded contract until a written agreement on a change to services has been reached.

5. Obligations of the client to cooperate

5.1 The services to be provided by Lünendonk depend on intensive cooperation between Lünendonk and the client, as well as the client’s cooperation. The client’s cooperation is therefore an essential contractual obligation. In particular, the client shall provide Lünendonk with all information, documents, and data necessary for the provision of services and available to the client in a timely manner and free of charge without being specifically requested to do so.

5.2 In addition, the client shall assume the obligations and services (collectively referred to as “client services”) arising from the offer and any agreed changes to the services.

5.3 If the client fails to fulfill its obligations in a timely manner, it shall bear the costs of any resulting delays. The client shall bear the additional costs incurred by Lünendonk, in particular the costs of providing its own personnel or material resources for a longer period of time as a result of the client’s failure to fulfill its obligations in accordance with the contract.

5.4 The client shall be liable to Lünendonk for ensuring that its client services are complete, correct, and free from third-party property rights that exclude or impair contractual use by Lünendonk.

6. Remuneration and terms of payment

6.1 The type and amount of remuneration that Lünendonk receives for the provision of services is determined by the order document, Lünendonk’s price list, and any subsequent changes to the services.

6.2 Unless expressly agreed otherwise, the remuneration agreement constitutes a net price agreement. Lünendonk will charge the legally applicable value added tax in addition.

6.3 All invoices are due for payment without deduction within fourteen (14) days of receipt by the client.

6.4 Failure to make payment on time shall constitute default of payment without the need for a reminder. In the event of default, Lünendonk shall be entitled to charge interest at the statutory rate, without prejudice to any other rights. If the default in payment lasts for more than two (2) months, Lünendonk shall be entitled to terminate the contract extraordinarily (in accordance with Section 11).

6.5 If payment by installments or in several tranches has been agreed, the total amount shall become due immediately if the client is more than fourteen (14) days in arrears with an installment or a tranche.

6.6 Offsetting against counterclaims of the client or withholding payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established or arise from the same order under which the service in question was performed.

6.7 Lünendonk shall be entitled to perform or render any outstanding services only against advance payment or security if, after conclusion of the contract, circumstances become known which are likely to significantly reduce the creditworthiness of the client and which jeopardize the payment of outstanding claims by the client arising from the respective contractual relationship.

7. Liability, damages, and statute of limitations

7.1 Lünendonk shall pay damages, regardless of the legal basis, exclusively in accordance with the principles set out below.

7.2 Lünendonk shall be liable without limitation for damages resulting from a breach of duty of care in cases of intent and gross negligence.

7.3 In the event of simple negligence, Lünendonk shall be liable for the breach of essential contractual obligations (obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, liability shall be limited to the damage typical for the contract and foreseeable at the time of conclusion of the contract.

7.4 Otherwise, liability for damages is excluded, regardless of the legal nature of the claim asserted. In particular, Lünendonk shall not be liable for consequential damages, other indirect damages, or damages resulting from lost profits.

7.5 The restrictions and limitations set out in sections 7.3 and 7.4 do not apply to damage to life, limb, and health, insofar as a defect has been fraudulently concealed or a guarantee has been given for the quality, as well as in accordance with the Product Liability Act and other mandatory legal provisions.

7.6 Liability claims shall become time-barred one (1) year after the start of the statutory limitation period. This shall not apply to the cases specified in Sections 7.2 and 7.5. In these cases, the statutory limitation period shall apply.

7.7 For services ordered via the Lünendonk online shop, the provisions of Section B shall apply in addition. In the event of contradictions or ambiguities between the provisions of this Section 8 and the provisions of Section B, the provisions of Section B shall take precedence over the provisions of this Section 8.

8. Intellectual property

8.1 Subject to full payment by the client, Lünendonk grants the client a simple, non-transferable, and unlimited right to use the work results and materials delivered under the contract for its own purposes and exclusively within its own company or group of companies.

8.2 Transfer to third parties or publication requires the express written consent of Lünendonk..2 The transfer to third parties or publication requires the express written consent of Lünendonk.

8.3 In all cases of termination of its right of use (e.g., in the event of termination without notice), the client shall immediately cease use. In addition, it shall immediately surrender all work results and materials delivered and delete all copies, unless it is legally obliged to retain them for a longer period. It shall confirm this in writing to Lünendonk.

8.4 The copyright and exploitation rights remain with Lünendonk.

9. Confidentiality

9.1 The parties shall treat as strictly confidential all trade and business secrets as well as all information, documents, and data that are marked as confidential or whose confidentiality is apparent from the circumstances (“Confidential Information”) and that become known to the other party within the scope of the contractual relationship. This does not apply to information that

(a) already known to the public without the involvement or fault of the receiving party;

(b) have been made available to the receiving party in good faith by a third party authorized to disseminate such Confidential Information;

(c) were demonstrably in the possession of the receiving party at the time of acquisition; or

(d) were developed by the receiving party independently of the disclosure of Confidential Information by the disclosing party.

9.2 The parties shall ensure that their employees and commissioned third parties also observe the obligations of confidentiality and secrecy.

10. Data protection

10.1 The parties shall comply with the applicable data protection provisions applicable to them and shall oblige their employees involved in the contract and its execution to maintain data confidentiality, unless they are already generally obliged to do so.

10.2 Where necessary in individual cases, the parties shall enter into further agreements on data protection.

11. Termination

11.1 The concluded service contract is binding and cannot be terminated.1.1 The concluded service contract is binding and cannot be terminated.

11.2 However, the client and Lünendonk may terminate the contract without notice for good cause. In the event of termination without notice, Lünendonk shall be entitled to remuneration for the services rendered up to the effective date of termination. In the event that Lünendonk is responsible for the reason for termination for good cause, the obligation to pay remuneration shall lapse if the client proves within three (3) weeks of the declaration of termination that the services rendered are unusable and of no value to him as a result of the termination. In the event that the client is responsible for the reason for termination for good cause, Lünendonk shall receive, in addition to the remuneration pursuant to sentence 1, an additional lump-sum compensation amounting to 50% of the agreed remuneration for the services not yet performed. The client shall be entitled to prove that Lünendonk has incurred no or less damage. Lünendonk shall be entitled to claim the actual damage incurred instead of the lump-sum damages.

11.3 Notice of termination must be given in writing to be effective.

12. Cancellation, lump-sum compensation

12.1 The client may withdraw from the contract (cancel) before the start of the event booked by him by means of a written declaration. The date of receipt of the declaration by Lünendonk shall be decisive for compliance with the deadline. Cancellation shall only be possible against payment of compensation, which shall be calculated as follows:

(a) The following applies to events:

The participation fee is 25% if canceled more than six (6) weeks before the start of the event and the full amount if canceled six (6) weeks or less before the start of the event.

(b) The following applies to other services:

Agreed consultation days can be canceled or postponed free of charge up to twenty-one (21) days before the agreed date. If canceled less than twenty-one (21) and more than ten (10) days before the agreed date, 50% of the fee is payable. Of this amount, 50% can be credited for a later appointment if the appointment is postponed. If canceled ten (10) days or less before the agreed date, the full fee is due. A credit note is not possible.

12.2 The client shall be entitled to prove that Lünendonk has incurred no damage or only minor damage. Lünendonk shall be entitled to claim the actual damage incurred instead of the lump-sum damages specified in this paragraph.

13. Other provisions

13.1 Lünendonk may include the client and the type of order in its own reference lists or name the client for marketing purposes, provided that this does not disclose any confidential information.

13.2 The place of jurisdiction for all disputes arising from the business relationship between Lünendonk and the client shall be Memmingen, at Lünendonk’s discretion. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.

13.3 The relationship between Lünendonk and the client is governed exclusively by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) does not apply.

13.4 Insofar as the contract or these General Terms and Conditions contain loopholes, those legally effective provisions shall be deemed to have been agreed to fill these loopholes which the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had been aware of the loophole.

B. Special provisions for the Lünendonk online shop

14. Scope of application

14.1 The terms and conditions contained in this section apply—in addition to the regularly applicable provisions of Section A—to all contracts concluded via the online shop for Lünendonk events and the purchase of Lünendonk studies and manuals.

15. Conclusion of contract

15.1. The presentation and advertising of services and items in the online shop does not constitute a binding offer by Lünendonk.

15.2. To purchase Lünendonk studies and manuals, the customer must first confirm that they are making the purchase on behalf of a company, association, or public authority within the meaning of Section 14 of the German Civil Code (BGB). They then place an order by clicking on the button “Order manual now for a fee” or “Order study now for a fee” and pay the purchase price or receive the invoice (only clients with a registered office in Germany).

15.3. To purchase Lünendonk studies and manuals, the client places an order by submitting their order via the online shop by clicking on the “Order manual now for a fee” or “Order study now for a fee” button. The client must expressly agree to this after checking the order details they have entered.

15.4. When booking Lünendonk events, the client submits a legally binding order by sending their order via the online shop and clicking on the “Register now and pay” button. The client is bound to the order for a period of two (2) weeks after submitting the order.

15.5. Lünendonk will immediately confirm receipt of the study order or registration for events by email, together with a declaration of acceptance, provided that the client has filled in the required fields in the order form (marked with an “*”) and has accepted the General Terms and Conditions. This declaration of acceptance constitutes a contract between Lünendonk and the client. In the case of ordering a study and paying by credit card or PayPal, the declaration of acceptance contains the link required to download the ordered study, so that fulfillment within the meaning of Section 362 (1) of the German Civil Code (BGB) occurs upon receipt of the declaration of acceptance.

15.6. If delivery or performance of the ordered goods or event is not possible, Lünendonk will refrain from issuing a declaration of acceptance. In this case, no contract will be concluded. Lünendonk will inform the client immediately and refund any payments already received without delay.

16. Terms of payment

16.1. Payment for the purchase of Lünendonk manuals is made by invoice.

16.2. Payment for the purchase of Lünendonk studies can be made either by invoice, PayPal, or credit card.

16.3. Payment for Lünendonk events can be made by invoice, PayPal, or credit card.

16.4. For orders placed by customers with a registered office abroad, payment of the purchase price shall be made at the customer’s discretion in the manner specified in the online shop (in particular by credit card or PayPal). Payment by invoice is excluded. Any bank charges or other ancillary costs incurred in connection with the transfer of funds shall be borne by the customer.

17. Retention of title

The delivered goods remain our property until the purchase price has been paid in full.

18. Warranty

18. 1 Lünendonk shall be liable for material defects or defects of title in delivered items in accordance with the applicable statutory provisions, in particular §§ 434 ff. BGB (German Civil Code). However, the special provisions of Section A, Clause 7 of these General Terms and Conditions shall apply to claims for damages by the client. The client must carefully inspect the goods immediately after delivery. The delivered goods shall be deemed to have been approved by the client if Lünendonk is not notified of a defect (i) in the case of obvious defects within five (5) working days of delivery or (ii) otherwise within five (5) working days of discovery of the defect. Failure to give notice of defect shall result in the exclusion of the client’s statutory claims.

18.2 An additional warranty for goods delivered by Lünendonk shall only apply if this was expressly stated in the order confirmation for the respective item.

18.3 The limitation period for statutory claims for defects is one (1) year and begins with the delivery of the goods.

19. Language

Contracts with the client are concluded exclusively in German or English, depending on whether the client places the order via the German-language or English-language page of the online shop. If the client places the order via Lünendonk’s German-language website, only the German version of these General Terms and Conditions shall apply. If the order is placed via Lünendonk’s English-language website, only the English version of these General Terms and Conditions shall be authoritative.

Lünendonk & Hossenfelder GmbH