Transform Partner’s
Terms And Conditions Of Business
1. General Principles
a) Transform Partner (hereinafter referred to as “TP”) provides consultancy services on the basis of these “General Terms and Conditions for Consulting Services” (“GTC”) and TP’s individual written quotations.
b) These GTC shall also apply to all future contractual relationships, whether or not they are expressly referred to in TP’s quotations.
c) Any conflicting general terms and conditions of the client shall only apply if TP has expressly acknowledged these in writing.
d) Any amendments to these GTC must be made in writing. Any oral subsidiary agreements and declarations shall only be effective where TP has confirmed these in writing.
2. Scope of consultancy services, conclusion of contract
a) The scope of the Consulting services shall be in accordance with TP’s written quotation.
b) Quotations are valid for four (4) weeks, unless otherwise specified in the quotation.
c) With acceptance of the quotation, the client agrees that TP’s Consulting services may contain recommendations, but TP is neither responsible nor liable for their implementation nor for the decisions that are based on the recommendations or serve their implementation.
d) The contract is concluded upon acceptance of the quotation sent by TP. Acceptance occurs once the order confirmation attached to the quotation has been duly signed by the client and received by TP.
3. Duty to cooperate
a) The client shall, of its own accord, ensure that it provides TP with all the necessary information and data in a timely manner, and that the information furnished is reliable, correct and complete. This also applies to any information, data, processes and circumstances that only arise or become known during the provision of the consultancy services.
b) The mutual trust between the client and TP requires that TP be fully apprised of previous and/or current consultancy activities relevant to the consultancy services to be provided.
c) The client shall ensure that all the requirements set out in the quotation are correct. The client shall make all decisions that are necessary for the provision of the agreed consultancy services in a timely manner, and obtain any approvals required (e.g. the consent of the group management, supervisory board, employees or works council). With acceptance of this offer, you shall be solely responsible for, among other things:
i. making all management decisions and performing all management functions;
ii. designating one or more individuals who possess suitable skill, knowledge, and/or experience, preferably within senior management to oversee the Services;
iii. evaluating the adequacy and results of the Services;
iv. accepting responsibility for the results of the Services;
v. establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities
d) Where the agreed consultancy services are provided on the client’s premises, the client shall provide the necessary office facilities and equipment free of charge, and ensure that all organisational conditions have been met and the undisturbed provision of services is guaranteed.
e) In the event that the client breaches its duty to cooperate, or other circumstances beyond TP’s control arise which prevent TP from rendering the agreed consultancy services, any timetable agreed to (milestones) shall be postponed. In addition, TP shall be entitled to charge the client for any additional expenses (e.g. availability of employees assigned).
4. Provision of consultancy services
a) TP is responsible for the provision of the consultancy services stipulated in the
quotation, but not for the achievement of any specific economic benefits.
b) TP is entitled to regard the information and documents provided by the client as correct and complete. Unless expressly otherwise agreed, TP is not obliged to identify errors.
c) TP will endeavour to comply with the client’s wishes regarding the assignment of given employees, but expressly reserves the right to assign and reassign its employees at its own discretion depending on what is appropriate, expedient and possible for the provision of its services.
d) TP is entitled to procure that agreed services are wholly or partly performed by cooperation partners or competent third parties.
5. Rights of use, protection of intellectual property, confidentiality
a) All documents provided by TP in paper or electronic form (in particular, quotations, analyses, opinions, expert opinions, etc.) are the intellectual property of TP. The client acknowledges TP’s exclusive rights to the said documents, whether or not they are protected by copyrights, trademark rights or competition law.
b) During and after termination of the contractual relationship, the client may use the documents transmitted to it exclusively for such own business purposes, which are covered by the contract and the scope of the Consulting services particularly agreed upon. The client is not entitled to modify TP’s analyses, opinions, expert opinions, etc.
c) Without TP’s prior written consent, which may be subject to compliance with further specified conditions, the client is prohibited from passing on the entire documents or excerpts therefrom to third parties, publicly reproducing or citing therefrom, or referring thereto in communications with third parties except (i) where applicable laws, regulations, rules and professional obligations prohibit limitations on disclosure, (ii) in the event that you or your affiliates have securities registered with the Republic of India Securities and Exchange Commission and any TP Entity is your or your affiliates auditor, or (iii) to the extent the Republic of India Internal Revenue Code and applicable Internal Revenue Service guidance relating to confidential tax shelters (or comparable law or guidance from other taxing authorities) apply. This also applies where the client has obtained TP’s consent if the economic environment and the relevant conditions have changed since obtaining such consent and/or the consultancy services have since been overtaken by events.
d) In the event of a breach of sections 5.2 or 5.3, TP shall not be liable for any damages arising therefrom.
e) The mutual trust between the client and TP requires strict confidentiality. With regard to this contract and all information provided in connection with this consultancy contract which is designated as confidential by the party providing the information, the recipient undertakes to protect confidential information adequately and, in accordance with the applicable professional standards, only to use such information for the purpose of executing this contract, and only to reproduce it to the extent required for the fulfilment thereof. This confidentiality obligation does not apply to information already known to third parties or to the recipient.
f) TP, its employees and any cooperation partners engaged by it undertake to maintain confidentiality with regard to all matters becoming known to them in connection with their activities for the client.
g) TP may provide reports, expert opinions or other written material regarding its work and the results arising there from to third parties only with the client’s consent.
h) The duty of confidentiality shall continue to apply after termination of the contract. This excludes cases where the provision of information is required by a statutory obligation or where the client expressly releases TP from its duty of confidentiality.
6. Fees / Pricing
a) The amount of TP’s fees shall be in accordance with the type and scope of the agreed services as specified in TP’s quotation. In the absence of an express agreement, reasonable fees shall be due.
b) Any travel expenses incurred by TP’s employees and out-of-pocket expenses shall be invoiced separately.
c) Unless otherwise agreed, invoicing shall occur monthly in arrears.
d) Invoices are due immediately without deductions.
e) Any objections to invoices must be made to TP in writing within seven days of receipt. Failure to object within this period shall be deemed to constitute acknowledgment of the invoice.
f) In the event of payment default, TP is entitled to charge default interest at a rate as applicable per the law of Republic of India. TP is furthermore entitled to suspend any current services and to withdraw from the contract after reminders have been issued without success. The client shall bear all incurred reminder and collection fees and all litigation costs necessary for TP to pursue its legal claims.
7. Termination
a) Unless otherwise agreed (e.g. in the case of delimitable projects or sub-projects), the contract may be terminated in writing by either party at the end of any calendar month by giving 30 days notice.
b) TP may terminate the contract in whole or in part, with immediate effect upon written notice to the client, if TP determines that (i) a governmental, regulatory, or professional entity or other entity having the force of law has introduced a new, or modified an existing law, rule, regulation, interpretation, or decision, the result of which would render TP’s performance of any part of the contract illegal or otherwise unlawful or in conflict with independence or professional rules or (ii) in case of a change in circumstances (including, without limitation, changes in ownership of you or of your affiliates) so that TP’s performance of any part of the contract would be illegal or otherwise unlawful or in conflict with independence or professional rules.
c) The client shall pay TP for all services rendered and expenses incurred until termination of the contractual relationship and compensate TP for all costs and expenses incurred by TP in connection with the termination.
8. Refund / Cancellation Policy
a) No refunds are available for consulting and /or content subscription services.
b) For Learning and Training Sessions and /or workshops, cancellation prior to 10 working days are accepted and refund is allowed.