TERMS AND CONDITIONS

§1 SCOPE OF APPLICATION

1.1 These General Terms and Conditions ( “T&C”) supplement agreements between us and the
client (“agreement”), the subject matter of which is the consultancy and provision of
information by Tonnant Ltd. to the client, in particular, but not exclusively, in connection with
the preparation, planning and implementation of entrepreneurial or professional decisions and
projects. If and to the extent that individual provisions of these T&C deviate from ours, the
individual agreements take precedence over the relevant T&C.
1.2 If TONNANT has once included these T&Cs in an agreement with the client, they will also
apply to all future agreements for services between the client and TONNANT, even if TONNANT
should not refer to these T&Cs again in future agreements. This does not apply only if and to the
extent that the parties agree on the validity of new T&Cs of TONNANT in the future agreement.
1.3 The T&Cs of TONNANT apply exclusively. General terms and conditions of the client will
only apply if this has been expressly agreed in writing.

§ 2 SUBJECT MATTER OF THE AGREEMENT, SCOPE OF SERVICES

2.1 The subject of the agreement is the agreed consulting work specified in the agreement, not
the achievement of a certain economic success.
2.2 TONNANT renders its services with the diligence of a prudent businessman and always
related to the individual situation and the needs of the client.
2.3 TONNANT uses well-trained employees with the necessary expertise and experience for
assignments and supervises and controls them. Unless otherwise agreed, TONNANT may use
third parties for the execution of the order, whereby TONNANT always remains directly obliged
to the client. Unless otherwise agreed, TONNANT decides at its own discretion which
employees or sub-contractors are used.

§ 3 CHANGES IN PERFORMANCE

3.1 TONNANT will take into account change requests of the client related to the order, as far as
this is possible within the framework of its operational capacities and its consulting offer and as
far as the implementation of the change request is appropriate and reasonable for it.
3.2 TONNANT may carry out minor project changes without prior consent of the client, provided
that these correspond to the presumed will of the client, are urgent and the client cannot be
reached in time. TONNANT will inform the client immediately about such project changes and
their effects.
3.3 Insofar as the effort of TONNANT is increased or the time frame of the project is extended as
a result of a change request of the client, the parties undertake to negotiate a corresponding
reasonable adjustment of the agreement and the remuneration. If the parties cannot agree on a
remuneration for the services, the remuneration due to TONNANT shall, in case of doubt, be
increased in accordance with the additional time and costs.
3.4 If the examination of the project modification involves a considerable effort for TONNANT,
TONNANT can demand the conclusion of a separate order for this purpose.
3.5 Clause 3.3 applies accordingly in case of a project modification according to § 3.2.

§ 4 COOPERATION OBLIGATIONS OF THE CLIENT

4.1 The success of the project requires close cooperation between the parties. Client will
continuously support TONNANT in the project work to the best of its ability.
4.2 The Client shall:
-provide TONNANT with complete, accurate and prompt answers to all questions to the best of
-its knowledge which form an essential basis for TONNANT’s work on the project.
inform TONNANT without being asked and in good time – also in cases of doubt – about all
circumstances which may be of importance for the project, including the subsequently
arranged correction or updating of handed over documents.
4.3 The client undertakes to assure TONNANT in writing of the completeness and correctness
of the information provided to TONNANT at TONNANT’s request prior to a presentation of the
results by TONNANT to its knowledge.
4.4 If and insofar as the client does not fulfil, does not completely fulfil or does not fulfil in time
his obligations to cooperate as agreed with TONNANT despite request by TONNANT, the
following shall apply:
-additional expenses (time, costs) incurred by TONNANT as a result thereof will be reimbursed
by the client at the general fee rates agreed between the parties;- In serious cases TONNANT
has the right to terminate the agreement extraordinarily after unsuccessful expiry of a
reasonable period of time for the fulfilment of the duties to cooperate. Further legal rights and
claims of TONNANT remain unaffected.

§ 5 CONFIDENTIALITY

5.1 TONNANT is obliged for 2 years from the time of conclusion of the agreement to keep
confidential all information or business and trade secrets of the client designated as
confidential (hereinafter; “confidential information”) which become known to it in connection
with an order.
5.2 Unless an exception is stipulated in this § 5, TONNANT may only hand over confidential
information and reports, expert opinions and written statements on the course and results of its
activities to third parties with the prior consent of the client.
5.3 The duty of confidentiality according to § 5.1 does not apply to confidential information if
and as far as
-these were already lawfully in the possession of TONNANT before disclosure and without any
obligation of secrecy;
– these were lawfully transmitted to TONNANT after conclusion of the agreement by a third
party without obligation of secrecy;
– these have been published without the intervention of TONNANT or have otherwise become
generally known through no fault of TONNANT;
– TONNANT is obliged to provide information to authorities, the judiciary or other third parties
due to mandatory legal provisions or official orders;
– the client has agreed to TONNANT passing on the information.
5.4 TONNANT is entitled to disclose confidential information to the persons employed by it for
the execution of the order, in particular its employees and subagreementors as well as persons
professionally bound to secrecy, provided that TONNANT undertakes to bind these persons to
secrecy and data protection.
5.5 TONNANT is authorised to process personal data entrusted to it by the clientwithin the
scope of the intended purpose or to have them processed by third parties.

§ 6 FORCE MAJEURE

6.1 In case of force majeure and other unforeseeable, extraordinary and non-culpable
circumstances (e.g. in case of unforeseeable material procurement difficulties, operational
disruptions, strikes, lockouts, lack of means of transport, official interventions, energy supply
difficulties and similar), any performance deadlines of TONNANT will be extended to a
reasonable extent. This does not apply if TONNANT is responsible for taking over, precautionary
or preventive measures. If the performance becomes impossible or unreasonable for TONNANT
due to the aforementioned circumstances, TONNANT will be released from the performance
obligation.
6.2 TONNANT can only invoke the aforementioned circumstances if TONNANT informs the
client thereof without delay.
6.3 If delays in performance according to § 6.1 become unreasonable for the client, he can set
TONNANT a reasonable deadline for the commencement and/or continuation of the
agreementual activities and after fruitless expiry of this deadline terminate the agreement
extraordinarily according to § 12. TONNANT’s claim to remuneration for services already
rendered remains unaffected by this.

§ 7 INTELLECTUAL PROPERTY

7.1 The client guarantees that the reports, expert opinions, organisation plans, drafts, drawings,
lists and calculations made by TONNANT within the scope of the order will only be used for the
agreementually agreed purposes and will not be edited, translated, reprinted, passed on or
distributed without the express written consent of TONNANT in the individual case. The use of
the consulting services rendered for companies affiliated with the client requires an explicit
written agreement.
7.2 Insofar as business results are copyrightable, TONNANT remains the author. In these cases
the client receives the irrevocable, exclusive and non-transferable right of use to the work
results which is unlimited in time and place.
§ 8 PASSING ON OF PROFESSIONAL STATEMENTS BY TONNANT
8.1 The passing on of information and consulting services (hereinafter collectively “consulting
contents”) of TONNANT (including e.g. reports, expert opinions, organisation plans, drafts,
drawings, lists, calculations, etc.) made within the scope of or in connection with the order by
the client to a third party requires the written consent of TONNANT, as far as the consent to the
passing on to this third party does not already result from the contents of the agreement.
8.2 The use of consulting contents of TONNANT by the client for advertising purposes is
inadmissible; a violation entitles TONNANT to extraordinary termination of the agreementual
relationship and all other orders of the client not yet completely executed. Further claims of
TONNANT remain unaffected in this respect.

§ 9 REMUNERATION

9.1 The amount and the kind of the fee will be determined by individual agreement.
9.2 Agreed down payments are due immediately upon invoicing and before commencement of
services and will be set off by TONNANT against the consulting services closest in time. Insofar
as further down payments have been agreed, TONNANT will invoice these in good time in each
case so that an interruption of consultancy services is avoided.
9.3 Other invoices are due upon receipt by the client and are payable immediately. If the due
date of an agreed fixed fee depends on the presentation of agreed results, the due date shall
also occur if the client no longer accepts results already prepared (e.g. as a result of
termination of the agreement at short notice) on the agreed date.
9.4 A set-off of the client against claims of TONNANT is only permissible with undisputed or
legally established claims.

§ 10 CANCELLATION, PRICE REDUCTION, REFUNDS

As TONNANT provides only services, the following applies in addition:
10.1 Insofar as the services are insufficient, the customer has a right to ask for rectification, the
services by TONNANT in accordance with the statutory provisions. Client may therefore use the
contact field on our website.
10.2 In case of repeated failure of the rectification the client can also demand reduction of the
remuneration or cancellation of the agreement. The client can only demand cancellation of the
agreement if the service rendered is of no interest to him due to failure of the rectification.
10.3 The aforementioned warranty rights of the client shall become statute-barred, with the
exception of claims for damages, 12 months after the statutory commencement of the
limitation period.

§ 11 LIMITATION OF LIABILITY

11.1 TONNANT is liable to the client for the damages caused by and for which TONNANT, its
legal representatives and vicarious agents are responsible as follows: TONNANT is liable for
damages resulting from injury to life, body or health and for other damages caused intentionally
or by gross negligence. Liability for slight negligence exists in these cases only in case of
violation of essential agreementual obligations and is then limited to the compensation of the
agreement-typical and foreseeable damage.
11.2 In all other cases of damage and liability not covered by the above liability regulations,
TONNANT’s liability is excluded.
11.3 TONNANT is not liable for the improper application or implementation on the part of the
client of the recommendations given within the scope of the services or in the working
documents of TONNANT.
11.4 As far as the liability of TONNANT is excluded or limited according to this agreement, the
same applies to the personal liability of its legal representatives, employees.

§12 TERMINATION

12.1 As far as nothing else has been agreed, the agreement can be terminated by both parties
with a notice period of 14 days to the end of the month. The right to extraordinary termination
shall remain unaffected.
12.2 In the event of extraordinary termination by TONNANT due to conduct of the client in
breach of the agreement, the client shall owe TONNANT compensation for all damages caused
by the premature termination of the agreement, including loss of profit.
12.3 The termination must be made by email in order to be effective.

§ 13 OTHER PROVISIONS

13.1 This agreement is exclusively governed by the law of the United Kingdom, excluding the UN
Convention on Agreements for the International Sale of Goods and excluding conflict of laws
references to other legal systems.
13.2 Place of performance and jurisdiction is the registered seat of TONNANT.
13.3 The language of presentations, documents, reports, expert opinions, analyses, etc. shall
be English if not otherwise agreed between the parties.

Last updated 23rd November 2024