General Terms and Conditions

1. scope of application

The following GTC apply to all contracts between msa-b GmbH (‘msa-b’) and a customer (‘Client’) - hereinafter jointly referred to as the ‘Parties’ - unless otherwise expressly agreed in writing or required by law.

The inclusion of the Client's GTC is hereby rejected.

2. definitions

msa-b GmbH is part of -DIE TOP BERATER-, a group of companies which also includes the following companies:

  • ACM Consultants GmbH
  • SUMECO GmbH
  • DTB Service GmbH

Services:

  • Organisation and management consulting
  • Management system consulting
  • Audit services
  • Project and process management
  • Training services
  • other services of a similar nature that are related to those listed.

Certification standards: Are all standards according to which a recognised certification is possible.

Work results: all consulting services, communications, reports, protocols, information, documents or other content that msa-b makes available to the client in fulfilment of its services.

Daily work: A daily work is 8 hours and is performed by one person at a time.

3. conclusion of contract

A service contract is concluded by the acceptance of an offer.

The service description provided by msa-b to the client does not constitute a binding offer. The client submits an offer to msa-b with its declaration of confirmation of the service description of msa-b, unless otherwise stated.

msa-b can accept the client's offer within 10 working days,

  • by sending the client a written confirmation or a confirmation in text form (fax or e-mail), or
  • by starting the service with the client.

Delayed acceptance is considered a new offer, which can be accepted within 10 working days.

4. subject matter of the contract, provision of services

a. The object of the contract is the agreed service (activity), not a specific economic success.

b. msa-b does not provide legal advice. For legal questions, we refer to a specialised lawyer or tax consultant.
Compliance with legal obligations, deadlines and dates is the sole responsibility of the client.
There is no obligation to provide information or advice in this regard.

c. The services are provided by msa-b with reasonable care and to the best of its knowledge and belief.

d. msa-b shall, at its discretion, deploy qualified employees to fulfil the contract.

e. msa-b may use the services of another company of -DIE TOP BERATER- or a third party (each a ‘service provider’) to fulfil the contract. No contractual relationship shall arise between the service provider and the client through the provision of the service by the service provider. msa-b shall remain responsible to the client for the proper fulfilment of the contractual services.

f. If a certain number of days' work has been agreed, this must be accepted by the client.

5. time and place of performance

msa-b is free to choose the place and time of service provision; the service can also be provided in mobile teleworking, unless the parties agree otherwise.

If it is necessary to visit the client's premises in order to provide the service, the parties must agree on a date and time; the provisions in Section 6 apply.

6 Obligations of the client

The client is obliged to co-operate insofar as this is necessary for the proper performance of the activity:

a. The client shall agree on dates with msa-b in good time and cancel appointments in good time:

  • Cancellations up to 10 working days before the start of the respective activity, will be charged at 50% of the fee amount
  • Cancellations between 5 working days and the start of the respective activity will be charged at 100% of the fee.

b. The client must provide msa-b with all documents and information necessary and required for the fulfilment of the contract in full and in good time without being requested to do so. The documents are to be handed over in good time so that msa-b still has a reasonable amount of time to process them. The same applies to informing msa-b of all processes and circumstances that may be of significance for the fulfilment of the contract.

c. The client must take note of all written, verbal or electronically transmitted communications from msa-b. In principle, msa-b is free in the type of transmission. If the client has any questions about the communications or is unable to understand their relevance, he must consult with msa-b immediately.

d. The client shall only make msa-b's work results accessible to third parties with written consent, unless this consent is already evident from the content of the contract. Even a minor modification of the work results by the client requires the consent of msa-b for disclosure to third parties.

e. The client undertakes to comply with the statutory provisions of data protection, in particular the GDPR, and will also oblige its employees to comply with data protection. If special circumstances within the scope of the cooperation require further agreements in accordance with the GDPR, the client shall regulate these on an ad hoc basis.

f. In particular, the client shall create, free of charge, all conditions in the area of its sphere of operation that are necessary for the proper execution of the contract.

Waiting times of msa-b at the client's premises are considered working hours.

These requirements include, among other things

  • that the client provides sufficient working space for the employees of msa-b, including all necessary work equipment, as required;
  • that the client appoints a contact person who is available to the employees of msa-b during the agreed service period, whereby the contact person is authorised to make statements that are necessary as an interim decision in the context of the continuation of the contract. In the event of the absence of the contact person, the client must provide a suitable replacement.

g. The client is not released from his responsibility to implement and verify the requirements of the certification standards and all legal and official obligations by the services of msa-b and must ensure this independently.

h. The client is obliged to inform msa-b immediately of any changes to its communication data and to reconfirm the current accuracy within 14 days of receipt upon request by msa-b.
This includes in particular changes to

  • Name/company
  • Managing director/board of directors
  • postal address
  • e-mail address and telephone

i. The obligations under section 6 d., e., g. shall continue to apply after termination of the contract, to the extent permitted by law.

7. failure of the client to fulfil the obligation to cooperate

If the client does not fulfil his obligation to cooperate in good time or not at all, msa-b shall be entitled to the agreed remuneration for the services not rendered for this reason, without msa-b being obliged to provide subsequent performance.

8. default of acceptance by the client

If the client has prevented, delayed or made impossible the fulfilment of services for reasons for which he is responsible, msa-b shall be entitled to the agreed remuneration for the services not rendered for this reason, without msa-b being obliged to render subsequent performance.

9. duty of confidentiality

In accordance with the law, msa-b is obliged to maintain confidentiality about all facts that come to its knowledge in connection with the execution of the contract. This duty of confidentiality also applies after termination of the contractual relationship.

**10. data protection

msa-b undertakes to comply with the statutory provisions of data protection, in particular the GDPR, and will also oblige its employees to comply with data protection. If special circumstances within the scope of the cooperation require further agreements in accordance with the GDPR, msa-b will regulate these on an ad hoc basis.

11. copyright protection

The services and work results of msa-b are subject to the protection of intellectual property. The client receives the written work results for the agreed (intended) use. Even if the client makes minor changes to the work results, msa-b's copyright to the work results remains in force.

12. impediment to performance, force majeure

a. If an employee is absent during an ongoing project, msa-b is entitled to deploy a suitably qualified replacement. Should the client object to the deployment of a replacement, msa-b is entitled to postpone the fulfilment of its contractual obligations. The prerequisite for a permissible objection is the existence of an objectively important reason.

b. If delays become unreasonable for the client due to obstacles within the meaning of clause 12 a., the client can set msa-b a reasonable deadline to continue the contractual activities. msa-b may then appoint another qualified replacement person. If msa-b does not nominate a replacement, the client may terminate the contract without notice if this deadline expires without result. This shall not affect msa-b's claim to remuneration for services already rendered.

c. In the event of force majeure or other events unforeseeable at the time of conclusion of the contract, which make the agreed services temporarily impossible or unreasonably difficult for msa-b in whole or in part, msa-b is released from the obligation to perform. Strikes, lockouts, pandemics and similar circumstances that affect msa-b directly or indirectly are equivalent to force majeure, insofar as msa-b is unable to eliminate them. msa-b's claim to remuneration for services already rendered remains unaffected.

Further claims by the client are excluded.

13. liability

a. msa-b is liable for its own culpability as well as for the culpability of its vicarious agents and legal representatives.

b. msa-b shall be liable without limitation for any legal reason

  • wilful intent or gross negligence
  • intentional or negligent injury to life, limb or health
  • for any claims arising from a guarantee promise or the Product Liability Act

c. If msa-b negligently breaches an essential contractual obligation, liability is limited to the foreseeable damage typical for the contract, unless unlimited liability applies in accordance with clause 13 b. Essential contractual obligations are obligations which the contract imposes on msa-b according to its content in order to achieve the purpose of the contract, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the client may regularly rely. The upper limit of the foreseeable damage typical for the contract is the order value. The contract value is the contractually agreed remuneration, excluding VAT and ancillary costs.

d. Any further liability on the part of msa-b is excluded. This is particularly the case if the client has not fulfilled its obligations in accordance with Section 6.

e. Furthermore, msa-b is not liable for the fault of third parties that the client has commissioned in their own name.

14. remuneration, default of payment, right of retention, assignment, set-off

a. The remuneration is based on the written agreement of the parties, always plus the legally applicable value added tax.
If the parties have not agreed anything separately, msa-b is entitled to the usual remuneration in accordance with § 612 Para. 2 BGB, plus VAT.

b. Ancillary costs such as cash outlays, expenses, travelling expenses such as travel, train, flight and accommodation costs as well as similar costs incurred as a result of the contract are to be reimbursed by the client against invoicing by msa-b, unless otherwise agreed.

c. Payment shall be made within 10 days of invoicing, without deductions.

d. msa-b is authorised to send invoices to the client in electronic form.

e. In the event of default of payment by the client, msa-b is entitled to demand statutory default interest. Default occurs 30 days after invoicing, § 286 para. 3 BGB.

f. msa-b may refuse to hand over work results until its claims have been met.

g. Assignment or transfer of the rights, obligations or claims arising from this service contract is not permitted.

h. If the client is not a consumer within the meaning of § 13 BGB, offsetting against msa-b's claims for remuneration and reimbursement of expenses is only permitted with undisputed or legally established claims.

i. The remuneration shall be paid by the client in one sum, unless otherwise agreed.

15. termination of contract and return of documents

a. The contract shall end upon fulfilment of the contract, expiry of the agreed term or termination. It shall not end in the event of dissolution of the company.

b. Immediately after termination of the co-operation between the parties, each party shall return or destroy all confidential information received from the other party at the request of the other party. At the option of the transmitting party, all records, copies and other physical and electronic records of the Confidential Information received shall also be returned or destroyed immediately. However, the obligations arising from this shall only apply insofar as this does not conflict with statutory or official retention obligations, insofar as copies of electronically exchanged documents that exist due to routinely created backups of the computer system are not affected and/or insofar as a copy of the confidential information does not have to be kept in order to be able to trace and prove compliance with the provisions of this confidentiality agreement if necessary. In the event of destruction, it must be confirmed and, at the request of the transmitting party, proven that all records, copies and other physical and electronic records have been completely destroyed.

16. Compliance

Die Parteien werden bei der Wahrnehmung ihrer jeweiligen Rechte und Pflichten aus dem Dienstleistungsvertrag alle im Bereich Bestechung oder Korruption für sie jeweils geltenden Vorschriften einhalten.

17. formal requirement

Amendments and supplements to a contract must be made in text form to be effective.

18. place of jurisdiction

The place of jurisdiction is Warendorf if the client is a merchant, a legal entity under public law or a special fund under public law. Irrespective of this, msa-b is entitled to sue the client at its general place of jurisdiction.

19. applicable law

The law of the Federal Republic of Germany shall apply exclusively to the contract, the performance of the contract and the claims of the parties arising therefrom.

20. severability clause

Should individual GTC be or become invalid in whole or in part, the other provisions shall remain valid.

21. alternative dispute resolution

The EU Commission provides a platform for online dispute resolution at the following link: http://ec.europa.eu/consumers/odr

This platform serves as a contact point for the out-of-court settlement of disputes arising from online purchase or service contracts in which a consumer is involved.

msa-b does not participate in dispute resolution proceedings before a consumer arbitration board.

22. other

For reasons of better readability, the simultaneous use of the language forms male, female and diverse (m/f/d) is dispensed with. All personal designations apply equally to all genders.

Status: February 2025