1. Contract Notes and Invoicing
A contract only becomes binding after it has been confirmed by us in writing. The written confirmation is accompanied by an invoice for 30% of our total professional fee, payable within 10 days of receipt.
2. Cancellation of Contract and Refusal
In the event of a cancellation of contract we will charge the Client 10% of the estimated project fee up to 60 days prior to the project beginning, 30% up to 30 days prior to the project beginning and 50% up to 10 days prior to the project beginning and, in addition, fees for any services rendered up to the date in question. In the event of a later cancellation the entire project fee becomes payable with a deduction for expenditures saved.
3. Failure to Provide Services
In the event of failure to provide agreed project services due to such factors as force majeure, illness, accident or other restraints beyond our control, the Client shall agree to a reasonable extension of the performance period. Indemnity claims due to ordinary negligence are excluded.
4. Liability
The Client hereby asserts that all services and operations are carried out at his own risk, unless there are legal obstructions to this arrangement. MRU ensures that all projects are conducted in a proper manner within the limits of the situation and with reference to the Client’s necessary duty to co-operate. Complaints may only be based upon our infringement of the duty to exercise due care. The Client must demand rectification in the event of an operation not being carried out in a regular manner due to our negligence. Further claims, particular consequential damage and/or pecuniary loss are excluded. Vice versa and with particular regard to the Client’s duty to co-operate, the Client is liable for any indirect or direct damage incurred by MRU or a third party due to the use of information, products and material provided by the Client. In no case may the amount of liability exceed the amount of the project fee.
5. Rearrangement of the Project Course
MRU will decide on the nature and extent of any inevitable rearrangements, either partial or complete, of the agreed project course which may be identified as necessary by MRU during the course of the project due to the process itself. MRU may alter in terms of content and/or time individual project sections or operations in view of the overall project target. The Client will be informed hereof at as early a stage as
possible.
6. Invoicing of Additional Costs
In the event of additional costs occurring after conclusion of a contract due to additional requests and demands for alterations from the Client, MRU is entitled to invoice such costs. This also applies if such additional costs arise for different reasons, which despite due diligence were unforeseeable at the time of concluding the contract.
7. Use and Obligation to Keep Business Records
Any consultative proposals and reports and other documents and materials which the Client will receive are strictly for the Client’s own use. Unless otherwise agreed contents and format may be published or handed over to a third party, partly or entirely, by mutual agreement only. The copying, printing or storing in information and documentation systems for this purpose is equally prohibited. MRU undertakes to keep consultative and survey documents as well as data media for the period of one year after
completion of the consultancy contract.
8. Copyright and Duty of Secrecy
MRU holds the copyright to all documents and other project materials. Neither the Client nor anybody else involved with the consultancy process is entitled to copy consultative documents or any other materials produced by MRU in conjunction with the project or any other documents related to the project or to store them with the help of a storage device or to publish them in any other way, in an abridged or complete form, without written consent from MRU. The parties to the contract undertake to treat as a trade secret all such information obtained through the business relation that does not consist of obvious commercial or technical data. The Client further asserts that no copyright and/or other rights preclude the use of documents handed over to MRU by the Client for the purpose of the project.
9. Partial Invalidity
In the event of partial invalidity affecting parts of the contract the remaining contract stipulations shall still apply. The parties to the contract undertake to replace without delay the invalid contract stipulations with such complementary agreements as bear the closest possible resemblance to the effects of the invalid contract stipulations.
10. Terms of Payment, Legal Venue and Applicable Law
Invoices are payable within 10 days of receipt and complete provision of the services agreed. Payments are to be effected as bank transfers. Discounts are not permitted. The legal venue is Hamburg. The law of the Federal Republic of Germany shall apply.
Hamburg 2011, MRU GmbH