General Terms and Conditions (GTC) of CHINABRAND IP CONSULTING GMBH
§ 1. Scope of the GTC
The General Terms and Conditions (GTC) apply to all business transactions with CHINABRAND IP CONSULTING GMBH (hereinafter "Consulting Firm") and its Clients (hereinafter "Client"). The GTC shall be part of all contracts between the Consulting Firm and its Clients. The GTC are recognized by Clients through their placing of orders. Deviating agreements are only binding if they are expressly agreed upon in writing.
§ 2. Placing of Orders
Basis of the business relationship is the respective consulting contract, which shall be concluded upon the confirmation of the Consulting Firm's order, including the scope of services and the fees. The Client can place an order with the Consulting Firm by post, fax or e-mail. The Consulting Firm confirms the order after receiving the order. With this confirmation, the order is accepted and the consulting contract concluded. Updates and amendments of the order must be confirmed by both parties (Client and Consulting Firm) in writing.
§ 3. Object of the Contract
The object of the contract is not to achieve a specific result, but rather to provide the services agreed upon in writing. The scope of the contractual relationship is limited by the specific requests within the Client's order. The contract ends when the services are accomplished.
§ 4. The Services
The services of the Consulting Firm include all tasks that have been expressly listed within the Client's order. The Consulting Firm processes the order with reasonable diligence and to the best of its knowledge and belief. The Consulting Firm regularly informs the Client about the development of the performance delivery. The period for performance is only an approximate deadline, which is estimated to the best of the Consulting Firm's knowledge and belief. It is a matter of particular concern for the Consulting Firm to meet the performance guarantees and deadlines, but the guarantees and deadlines are non-binding.
The Consulting Firm has the right to select employees assigned to the respective project by itself. For performance delivery, the Consulting Firm is entitled to entrust other external service providers or freelancers.
The Consulting Firm itself does not offer any kinds of legal services. It does not give any legal advice and does not take care of third parties’ legal matters. If in course of a project there is a demand for legal services or judicial matters from the client’s side, the Consulting Firm will recommend a suitable foreign provider of legal services and transfer the whole process to this service provider. The assignment is entered directly between the client and the legal service provider. CHINABRAND CONSULTING does not make an assignment to the service provider and does not have a business relationship to it. There is also no legal or contractual relationship between the Consulting Firm and the client concerning legal services.
§ 5. Client's Obligation to Cooperate
The Client must provide the Consulting Firm all documents, information and materials, which are necessary for providing the services agreed upon in the Consulting Firm's order. The Client has to appoint specific staff to the Consulting Firm, who will provide the necessary information and take decisions by themselves or arrange for other people to take decisions.
§ 6. Fees and Payment
The fee shall be agreed upon by the Client and the Consulting Firm regarding each individual case. Additional expenses of the Consulting Firm such as travel expenses are reimbursed by the Client upon presentation of receipts. The expenses for completion of special tasks such as the purchasing of sample items, freight charges, notarizations, raids or conductions of proceedings and marketing activities shall be borne by the Client. The fees are due for payment regardless of whether the services were accepted or utilized by the Client.
§ 7. Limitation of Liability
The Consulting Firm is liable in case of deliberate intention or gross negligence in accordance with legal provisions. A claim for damages is limited to the amount of the agreed fee. The liability for consequential damages is excluded.
The Consulting Firm is obliged to process the order with professional diligence and to the best of its knowledge. However, the Consulting Firm is not liable in case that the result of a measure falls short of the Client's expectations.
The liability of the Consulting Firm is excluded completely if the damage occurred due to a lack of cooperation or negligent transmission of data, material and information by the Client or by a third party entrusted by the Client.
The People's Republic of China and other Asian countries are characterized by a significant lack of transparency and considerable legal uncertainty. Although the Consulting Firm identifies the data and information with the utmost care, the Consulting Firm does not take responsibility for their validity and has no liability. The Consulting Firm takes not any expressed or implied guarantee.
During the legal proceedings, the service providers selected by the Consulting Firm and authorized by the Client such as patent attorneys or lawyers are legally responsible for the appropriate implementation of the proceedings.
If the task is conducted by a third party, such as an investigator, a patent attorney, a lawyer or an IT service provider, and the Client is informed thereof, guarantee and liability claims against the third party in accordance with the law and the terms of the third party shall be transferred to the Client.
§ 8. Confidentiality and Data protection
The Consulting Firm is obliged to observe secrecy about all operational, business and private information and the Client's trade secrets, which the Consulting Firm obtained through the services. Freelancers and other external service providers must also undertake this obligation. The Consulting Firm is also obliged to keep all documents safe and protect them against access by third parties.
§ 9. Governing Law and Jurisdiction
The legal relationship between Clients and the Consulting Firm shall be governed by the law of the Federal Republic of Germany. Place of service delivery and jurisdiction is Munich.
§ 10. Other Rules
The GTC are written in German and English. Both versions have the same legal force. In case of discrepancy between the two versions, the German version shall prevail.
Munich, January 2018