Terms and conditions

§ 1 Scope

(1) These general terms and conditions apply to all contracts for consulting services between Hafenlogik Beratungsgesellschaft mbH (“Hafenlogik”) and its clients.

(2) Our services are directed exclusively at businesses within the meaning of section 14 of the German Civil Code, at legal entities under public law and at special funds under public law. We do not enter into contracts with consumers.

(3) Differing, conflicting or supplementary terms of the client do not become part of the contract unless we expressly agree to their validity in writing.

§ 2 Formation of contract

(1) The presentation of our services and fees on this website is not a binding offer but an invitation to enquire.

(2) Following a scoping call we submit a written proposal describing the scope of work, the period, the fee, the named participants and the client's required cooperation. The contract is formed when that proposal is accepted in writing or in text form.

(3) The 45-minute scoping call is free of charge and does not create a contractual relationship. Statements made during the scoping call are provisional and do not constitute a consulting service.

§ 3 Subject and nature of the services

(1) Hafenlogik provides consulting services as a contract for services within the meaning of sections 611 et seq. of the German Civil Code. We owe the careful and professional performance of the agreed service, not the occurrence of any particular commercial outcome.

(2) Statements about improvements that may be expected are based on experience from comparable engagements and are not warranted characteristics.

(3) We do not provide legal, tax or customs law advice within the meaning of the German Legal Services Act, and no audit services. Where such a need arises during an engagement, we say so.

(4) Associates are selected and engaged after being named in the proposal. Hafenlogik remains the client's sole contractual counterparty.

§ 4 The client's cooperation

(1) The client provides the data, information and access required for performance in good time, in full and in the agreed form. This includes in particular raw data exports from operational systems and access to the relevant sites.

(2) The client names a responsible contact person and ensures that any approvals required from the works council, supervisory authorities or third parties have been obtained.

(3) If performance is delayed because the client's cooperation is not forthcoming, agreed deadlines are extended accordingly. Additional effort arising for us as a result is invoiced at the agreed day rate after we have given notice of it.

§ 5 Fees, travel costs and payment

(1) The fixed fees stated in the proposal cover the service described there, including the 90-day review. All fees are net of value added tax at the applicable rate.

(2) Services rendered on a time basis are invoiced at the agreed day rate. A consulting day comprises eight hours; part days are invoiced pro rata in half days.

(3) Travel and accommodation costs outside Hamburg are invoiced at cost and quantified in the proposal. We do not charge for travel within Hamburg.

(4) For fixed-fee engagements we invoice 40 per cent of the fee at the start of the engagement and the balance on delivery of the report. Invoices are payable within fourteen days without deduction.

(5) In the event of late payment we charge default interest at nine percentage points above the base rate. We reserve the right to claim further damages caused by the delay.

§ 6 Appointments, cancellation and postponement

(1) Agreed on-site appointments are binding on both parties. If the client cancels an on-site appointment less than five working days in advance we charge fifty per cent of the day rate for each cancelled day; where cancellation is less than forty-eight hours in advance, the full day rate.

(2) If we have to cancel an appointment for good cause we offer an alternative date within ten working days. The client has no further claims arising from the cancellation unless we acted intentionally or with gross negligence.

§ 7 Confidentiality and data protection

(1) Both parties treat all information about the other party obtained during the engagement as confidential and use it only to perform the contract. This obligation continues for five years beyond the end of the contract.

(2) We place everyone deployed on the engagement, including associates, under the same duty of confidentiality.

(3) Where data provided to us contains personal data, the parties conclude a data processing agreement pursuant to Art. 28 GDPR before the engagement begins. Details of the processing are set out in our privacy policy.

(4) We delete or return data provided to us no later than sixty days after the engagement ends, unless a statutory retention obligation prevents this.

§ 8 References and anonymisation

(1) We do not name clients as references, neither on this website nor in proposals to third parties.

(2) We reserve the right to publish findings from completed engagements in anonymised form, in particular as a volume band and a sector description. Such publication takes place only where any inference back to the client is, on reasonable assessment, excluded.

(3) The client may object to anonymised publication at any time in text form.

§ 9 Rights of use in work results

(1) On payment of the fee in full the client receives a non-exclusive right, unlimited in time and territory, to use, reproduce and internally distribute the work results for its own business purposes.

(2) Passing results to third parties, in particular to competitors of the client or for marketing purposes, requires our prior consent in text form. Passing them to the client's auditors, legal advisers and supervisory authorities is permitted without consent.

(3) We retain all rights in our methods, models, analysis templates and general professional know-how.

§ 10 Liability

(1) We are liable without limitation for damage arising from injury to life, body or health and for damage caused intentionally or by gross negligence.

(2) In cases of simple negligence we are liable only for breach of a material contractual obligation, that is an obligation whose fulfilment makes proper performance of the contract possible in the first place and on whose observance the client may regularly rely. In such cases liability is limited to the foreseeable damage typical for this type of contract, and in any event to no more than twice the agreed fee for the engagement concerned.

(3) Any further liability is excluded. The provisions of the German Product Liability Act remain unaffected.

(4) Claims for damages become time-barred one year after the statutory limitation period begins, save in cases of intent or gross negligence.

(5) We maintain professional indemnity insurance and will evidence the sum insured on request.

§ 11 Non-solicitation

Both parties undertake not to actively solicit employees of the other party who were directly involved in the engagement, during the term of the contract and for twelve months thereafter. A contractual penalty amounting to one annual gross salary of the person concerned is agreed for each breach.

§ 12 Termination

(1) Engagements with a fixed scope end on acceptance of the report and completion of the 90-day review.

(2) Either party may terminate the contract for good cause without notice. Good cause exists for us in particular where the client fails to provide required cooperation despite a deadline having been set, or seeks to induce us to present results inaccurately.

(3) In the event of termination we invoice the services rendered up to that point on a pro rata basis.

§ 13 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all disputes arising from the contractual relationship is Hamburg, provided the client is a merchant, a legal entity under public law or a special fund under public law.

(3) Amendments and additions to this contract require text form. This also applies to any waiver of this form requirement.

(4) Should any provision of these terms be or become invalid, the validity of the remaining provisions remains unaffected.