General Terms and Conditions (GTC) of CHINABRAND IP CONSULTING GMBH
§ 1. Scope of the GTC
1.1 The General Terms and Conditions (GTC) shall be an integral part of all business relations between CHINABRAND and its clients. They shall be acknowledged by clients by placing an order.
1.2 Deviating agreements shall only be binding if they have been expressly agreed in writing.
§ 2. Placing of Orders
2.1 The basis of the business relationship is the respective consulting contract, which comes into effect with the order confirmed by CHINABRAND, in which the scope of services as well as the remuneration are stipulated.
2.2 The Client may place orders with us by mail, fax or e-mail. He shall receive an order confirmation from us after receipt of the order. With this order confirmation, the order shall be deemed accepted and the respective consulting contract shall be deemed concluded.
2.3 Updates and changes to orders shall be mutually agreed upon by both parties (Client and CHINABRAND).
§ 3. Object of the Contract
3.1 The subject of the order is the agreed activity, not the achievement of a specific success.
3.2 The scope of the contractual relationship shall be limited by the Client's specific order.
3.3 The contract shall end when the service has been rendered.
§ 4. The Services
4.1 CHINABRAND is a specialized management consultancy and as such provides a wide range of services related to China and Asia.
4.2 The services to be provided by us comprise the tasks listed by the client in the order placed.
4.3 We shall perform the assignment with the utmost care and to the best of our knowledge and shall regularly inform the Client about the progress of the performance of the services. Performance deadlines can only be indicative or expected deadlines, which are given to the best of our knowledge and belief. It is our important concern to keep our service promises and service deadlines, but all information is non-binding.
4.4 CHINABRAND reserves the right to select the management consultants to be used. CHINABRAND shall be entitled to engage additional external service providers or freelancers for the performance of services.
4.5 As a matter of principle, CHINABRAND shall not provide any legal advice services which fall under the provisions of the German Extrajudicial Legal Services Act (RDG).
4.6 If, in the course of a project, a need for legal services or legal proceedings arises on the part of the Client, CHINABRAND shall arrange for a specialized foreign legal service provider for the Client and shall hand over the process to such provider. The assignment shall be concluded directly between the Client and the foreign legal service provider. CHINABRAND does not issue an order to the foreign legal service provider and has no business relationship with him. With regard to legal services, there is no legal or obligatory relationship between CHINABRAND and the client.
§ 5. Client's Obligation to Cooperate
5.1 The Client shall provide CHINABRAND with all documents, information and materials required for the execution of the order. It shall name employees to us who can provide the information required for the execution of the order and either make decisions themselves or arrange for them to be made.
5.2 Insofar as special legal, official or company safety regulations must be observed, the Client shall point this out and make these regulations available to us in good time before the start of the performance of the service.
5.3 If the Client fails to comply with its duties to cooperate, any (deadline) delays as well as damages shall be borne by the Client and CHINABRAND shall not be responsible for them in any way.
§ 6. Payment, Price Adjustment and Business Trips
6.1 The fee shall be freely agreed between the Client and CHINABRAND on a case-by-case basis, whereby all cost rates shall generally be understood as net prices (plus VAT).
6.2 CHINABRAND reserves the right to adjust the respective prices for offers and services with a notice period of three months during the term of the contract per cost factor in an appropriate manner at its reasonable discretion with justification.
6.3 Any additional costs incurred by us, such as travel expenses, shall be reimbursed by the Client upon proof.
6.4 The costs for the fulfillment of special tasks such as the purchase of samples, freight costs, fees for notarizations or litigation as well as marketing measures shall be borne by the client.
6.5 Payment of the fee shall be due regardless of whether the service is accepted or utilized by the client.
§ 7. Intellectual Property and Copyright
7.1 CHINABRAND expressly reserves the copyrights to the documents and results, image and sound recordings or other content created by it or its vicarious agents.
7.2 Content or parts thereof shall not be reproduced, distributed or made public unless we expressly consent thereto. Without our written consent, the name and logo of CHINABRAND shall not be used for any further use.
§ 8. Limitation of Liability
8.1 CHINABRAND shall be liable in cases of intent or gross negligence in accordance with the statutory provisions. A claim for damages shall be limited to the liability regulated by law. Liability for consequential damages shall be excluded.
8.2 CHINABRAND shall be obliged to perform the work assigned to us with professional care and to the best of its knowledge. Nevertheless, we shall not be liable in the event that the success of a measure falls short of the client's expectations.
8.3 CHINABRAND's liability shall be excluded in its entirety if the damage occurred as a result of inadequate cooperation or inadequate transmission of data, materials and information by the client or by third parties engaged by the client.
8.4 The People's Republic of China and other Asian countries are characterized by a high degree of non-transparency and considerable legal uncertainty. Although the consulting firm determines data and information with the greatest possible care, it assumes no responsibility for their validity and no liability whatsoever. We do not give any guarantees, neither explicit nor implicit.
8.5 In the case of legal proceedings, the service providers such as patent attorneys or attorneys-at-law arranged by us and authorized to act by the client are legally responsible for the appropriate conduct of the proceedings.
8.6 If the activity is carried out with the involvement of a third party, e.g. an investigator, a patent or legal attorney or an IT service provider, and the Client is notified thereof, any warranty and liability claims against the third party arising under the law and the terms and conditions of the third party shall be deemed assigned to the Client.
§ 9. Confidentiality and Data protection
9.1 CHINABRAND undertakes to maintain confidentiality about all operational, business and private information and secrets of the Client that become known in the course of the consulting activities.
9.2 All employees, legal representatives and vicarious agents of CHINABRAND shall be bound to both secrecy and confidentiality.
9.3 Furthermore, CHINABRAND undertakes to carefully store any documents provided and to protect them against inspection by third parties.
9.4 Insofar as CHINABRAND is obliged to do so by law, we shall be entitled to disclose confidential information and client data.
9.5 In addition, reference is made to our data protection provisions.
§ 10. Electronic Communication
10.1 Communication between CHINABRAND and Clients shall be primarily electronic, including via unencrypted e-mails. The Client is aware that these offer only limited security and confidentiality.
10.2 The Client shall ensure that the e-mail address provided by it is correct and that the e-mails sent by us can be received at this address - even if spam filters are used - and shall expressly dedicate its specified e-mail box to the receipt of legal declarations.
§ 11. Governing Law and Jurisdiction
11.1 The legal relations between the Client and CHINABRAND shall be governed exclusively by the laws of the Federal Republic of Germany.
11.2 Place of performance of the service and place of jurisdiction shall be Munich.
§ 12. Final Provisions
The General Terms and Conditions are written in German and English. Both versions have equal legal force. In the event of a discrepancy between the two versions, the German version shall prevail.
Munich, February 2023