Terms and Conditions

Our General Terms and Conditions are binding for the work we undertake and are an integral part of our service contracts.

General Terms and Conditions (GTAC) elmauer institute
(version January 2022)

1. Validity and deviations

  1. The following GTAC apply to all current and future contracts between the client and elmauer institute.
  2. Deviations from these GTAC and, in particular, any terms and conditions of the client shall only apply if they are expressly and in writing confirmed by elmauer institute.
  3. Insofar as contracts with consumers are legally covered within the meaning of the Consumer Protection Act or other applicable law, the following terms and conditions provide a statement of intent between client and elmauer institute as how work and services are to be provided within the legally defined boundaries of any provisions of these laws.

2. Offers and side agreements

  1. The offers of elmauer institute shall, except where expressly stated otherwise, be subject to change including the fee.
  2. If an offer by elmauer institute contains amendments to a initial service request or tender, the amendments shall be deemed to be approved, unless the ordering party objects before entering into the contract or when the contract has already started in writing without delay (that is in general within 10 calendar days, however, objections are not permissible after work for preparation or delivery of services, or any related expenses have been incurred by elmauer institute).
  3. Agreements generally require written form. If elmauer institute and client agree to deviate from this form requirement, then this agreement has to be made in writing.

3. Order Distribution

  1. The nature and extent of the agreed services are defined by the offer, the contract, and the GTAC.
  2. Changes and additions to the order must be confirmed by elmauer institute in order to become the part of the contractual services and obligations.
  3. elmauer institute undertake to carry out the order in accordance with the generally recognized rules of technology and the principles of profitability.
  4. elmauer institute may appoint third parties to fulfill the contract and deliver services to the client on behalf of elmauer institute.

4. Warranty and damages

  1. Warranty claims can only be made after complaints have been registered by the client; complaints have to be made in writing within 20 days from delivery of the services.
  2. Claims for conversion of services and price reduction are excluded. Claims for improvement of services or correction of defects shall be executed by elmauer institute within a reasonable period of time, which shall generally be no less than one third of the time period agreed upon from signing the contract to completion of the contracted services. A claim for damages from delay can not be claimed within this period.
  3. elmauer institute provide their services with the diligence to be expected by a specialist.

5. Withdrawal from the contract

  1. Cancellation of the contract is only permitted for important reasons.
  2. If elmauer institute is delayed with a service, the customer can only cancel the contract after setting a reasonable deadline; the deadline shall be set in writing and sent by registered letter. elmauer institute shall retain the right to the pro rata fee for all work carried out until cancellation.
  3. In the case of default by the client in the case of a partial service delivery or an agreed cooperation, which makes the execution of the order impossible or significantly impeded, elmauer institute are entitled to withdraw from the contract.
  4. If elmauer institute are entitled to withdraw from the contract, they retain the right to the entire agreed fee, as well as in the case of unjustified cancellation of the customer.

6. Fees and Expenses

  1. All fees of elmauer institute in Germany are payable in Euro in the absence of any other information. All fees for work of elmauer institute – Canada, which is commissioned and carried out in Canada, is payable in Can $ in the absence of any other information.
  2. Quotes and service proposals are offered as net cost; offers and quotes may state taxes such as value-added tax (VAT) as applicable, however, any taxes are expressly stated and shown separately, and not included in the fees. Any applicable taxes such as VAT shall be paid separately by the customer.
  3. Fees of elmauer institute cannot be compensated with consideration, exchange of goods and services, and barter of material.
  4. Fees are payable in installments, insofar as elmauer institute does not offer or confirm otherwise in writing,  An advance payment of 30% of the fee is due at the signing of the contract, a second installment of 50% is due for the submission of the first interim report or other milestone, and the final rate of 20% is due upon acceptance of the services. If there is no interim report or other milestone in the contracted services, the advance payment is 50% and the remaining 50% will be payable upon conclusion of the contract.
  5. In general, ancillary costs (for other expenses, travel and accommodation costs, material, etc.) shall be reimbursed as incurred and documented; the reimbursement shall be paid on a separate invoice or as part of the fee statements. Insofar as a flat-rate compensation has been confirmed in writing by elmauer institute, the flat-rate will be paid out at the same portions as the other installments under 6D.
  6. All bills of elmauer institute are to be paid within twenty calendar days from the date of the invoice, insofar as no other payment period has been confirmed in writing by elmauer institute. For the fulfillment of the deadline, the date of the invoice and the receipt of the account in elmauer institute shall apply. Payments received after the expiry of this time limit shall be subject to interest on arrears in the amount of 4 percentage points above the interest rate of the bank account indicated in the contract.

7. Place of operations

  1. Place of operations for all services of the elmauer institute – Germany is D-85399 Hallbergmoos.
  2. Place of operations for all services of the elmauer institute – Canada is Vancouver, BC, Canada. 

8. Secrecy and publications

  1. elmauer institute undertakes to keep all information disclosed by the client confidential.
  2. According to legal protections for mediation, the elmauer institute does not provide information on mediation proceedings to authorities or third parties.
  3. elmauer institute is entitled to use general information on received orders for the purpose of advertising and to name the customer with orders placed.
  4. elmauer institute is entitled to use all data from received orders for the purpose of their own research. elmauer institute shall ensure that they do not contain any information on natural or legal persons when publishing or passing on all data. elmauer institute will not pass on company or personal data to third parties.

9. Protection of intellectual property

  1. Offers, project sketches, analyzes, reports, information material, planning documents and the like of elmauer institute are protected by copyright. Any publication in whole or in part is permitted only with the express written consent of elmauer institute. The same applies to the passing on to third parties or the repeated use, by third parties or the recipient itself. A consent to a contract on a contract basis can be granted at the conclusion of the contract, this consent must be in writing.
  2. The client is obliged to refer to the copyright of all publications, use in other works and announcements, and to state the name (elmauer institute, with authors).

10. Dispute resolution, choice of court and jurisdiction

  1. For all disputes arising from contracts between the client and elmauer institute, a mediation procedure to settle the dispute by consensus must be initiated before appealing to the courts.  Judicial proceedings are admissible only after the failure of this mediation procedure.
  2. German law shall apply exclusively for contracts between the customer and elmauer institute with headquarters in Hallbergmoos. Court of jurisdiction is Munich.
  3. For contracts between the customer and elmauer institute based in Vancouver, exclusively Canadian law applies. Jurisdiction is Vancouver.

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