Terms & Conditions
About our collaboration
1. Area of applicability
1.1 These General Terms and Conditions shall apply to all contracts between metaBeratung GmbH, Breite Strasse 3, 40213 Dusseldorf, Germany (hereinafter: “metaBeratung”) and its customers relating to the sale of personnel diagnostics systems (hereinafter: “products”) and the provision of associated advisory services and training sessions (hereinafter: “services”), provided that these customers are a) legal entities or natural persons who are exercising their commercial or independent professional activities (entrepreneurs) when concluding the contract, or b) legal entities under public law or special funds under public law (hereinafter: “customers”).
1.2 metaBeratung is a licensed distribution partner and certification body for Hogan Assessment Systems Inc. (USA) as well as general representative and certification body for the Leadership Versatility Index 360° survey by Kaiser Leadership Solutions (USA) and Performance Programs Inc. (USA).
1.3 These General Terms and Conditions shall apply exclusively. General Terms and Conditions of customers shall only apply if metaBeratung has expressly acknowledged them in writing. A lack of response from metaBeratung with respect to deviating conditions shall not constitute acknowledgement or acceptance, also in terms of future contracts. These General Terms and Conditions shall also apply instead of any General Terms and Conditions of the customer (e.g. purchasing conditions), even if these state that order acceptance constitutes unconditional acknowledgement of the General Terms and Conditions.
1.4 These General Terms and Conditions shall also apply in their respectively valid version as a framework agreement for future contracts for products and services of metaBeratung with the same customers, without it being necessary for metaBeratung to refer to them again for each individual case.
1.5 Where individual agreements are made with a customer for an individual case, these shall take precedence over these Terms and Conditions. With respect to the content of such agreements, a written contract or written confirmation from metaBeratung shall be required.
1.6 Legal declarations and notices to be issued by the customer to metaBeratung after contract conclusion (e.g. setting of deadlines, complaints of defects, and declarations of withdrawal or reduction) must be made in writing in order to be valid.
2. Copyright
metaBeratung shall expressly retain all copyright to all products and services, catalogues, documentation, other product descriptions or documents, also if these are in electronic form. Unless agreed otherwise, the sale of products and the provision of services shall not establish copyright for the customer or constitute the granting of a license. The customer shall not make the above-mentioned documents available to third parties, unless metaBeratung has granted its expressed written consent to do so.
3. Conclusion of contract
3.1 Communications from metaBeratung to customers that are marked as being an “offer” are non-binding and subject to change. They represent an invitation to customers to place an order or assignment.
3.2 An order of products by a customer constitutes a binding offer of a contract. Unless stated otherwise in the order, metaBeratung shall be entitled to accept this offer of a contract within two weeks after its dispatch.
3.3 A contract shall only be concluded – also in the course of regular business – once metaBeratung has accepted a customer’s order or assignment. Acceptance can be confirmed to the customer either in written form (e.g. in an order confirmation) or through provision of the products or services. Order confirmation from metaBeratung shall be decisive for the content of the contract.
4. Prices and payment terms
4.1 The prices of products and services shall be based on the valid price list of metaBeratung at the time of contract conclusion. The prices are generally quoted in Euro, respectively, and are exclusive of the statutory value added tax payable by the customer.
4.2 The net purchase price or fee shall be payable within 10 days from the invoicing date. Invoices are sent via e-mail.
4.3 Attendance fees for workshops or events shall be due immediately upon booking (prepayment). For workshops or events outside Europe and non-EU countries, postage costs will be charged according to actual expenditure in addition to the agreed price.
4.4 The timeliness of the payment shall be defined by the date on which the money is credited to the bank account of metaBeratung. Payment by cheque is not accepted.
4.5 Payment must be made directly by the customer. Third-party payments are not accepted.
4.6 The customer shall not be entitled to offset claims of metaBeratung unless its counter-claims are legally effective or uncontested. The customer shall be entitled to offset claims of metaBeratung for complaints of defects or if counter-claims arising from the same contract are being asserted.
4.7 The customer may only exercise rights of retention if its counter-claim originates from the same contract.
4.8 metaBeratung is not obliged to continue working if the client defaults an invoice.
4.9 Consulting and support time spent outside regular business hours of metaBeratung GmbH (Mo. -Fr . 9 am – 5:30 pm ) is subject to a surcharge of 25%, after 10 pm and on Saturdays 50% , on Sundays and on public holidays 100% (NRW for the German GmbH and the canton of Valais for the Swiss GmbH ), a surcharge of 150% applies.
5. Reservation of ownership
metaBeratung shall retain ownership of all products it supplies up until complete payment of all metaBeratung’s outstanding and future claims arising from the purchase agreement and a current business relationship has been received.
6. Cancellation
6.1 The following shall apply if the customer cancels advisory services:
a) Cancellations are free of charge, provided that metaBeratung receives notice of cancellation at the latest 4 weeks before the agreed date.
b) In the event of a cancellation that is received by metaBeratung between 4 weeks and 10 days before the agreed date, a cancellation fee of 25% of the agreed fee shall apply.
c) In the event of a cancellation that is received by metaBeratung between 9 and 3 days before the agreed date, a cancellation fee of 50% of the agreed fee plus any expenditure already incurred to metaBeratung shall apply.
d) In the event of a cancellation that is received by metaBeratung 2 days or later before the agreed date, the agreed fee shall apply.
6.2 In any case of postponement of an appointment for a consulting service – in particular feedback on assessment reports – by the client, the following applies:
The customer is obliged to pay metaBeratung a fee of EUR 100,00 net, respectively, shall apply.
6.3 The following shall apply if the customer cancels a workshop or event:
a) Cancellations are free of charge, provided that metaBeratung receives notice of cancellation at the latest 4 weeks before the agreed date.
b) In the event of a cancellation that is received by metaBeratung between 4 and 2 weeks before the agreed date, a cancellation fee of 25% of the agreed fee shall apply.
c) In the event of a cancellation that is received by metaBeratung between 2 weeks and 11 days before the agreed date, a cancellation fee of 50% of the agreed fee plus any expenditure already incurred to metaBeratung shall apply.
d) In the event of a cancellation that is received by metaBeratung 10 days or later before the agreed date, the agreed fee shall apply.
e) In any case, cancellation is only possible before completing the online survey as preparation for the workshop or event.
6.4 Any notice of cancellation must be given in writing in order to be valid.
6.5 The nomination of a substitute participant is only possible before completing the online survey as preparation for the workshop or event and subject to the condition that the workshop or event has not yet begun.
6.6 If the customer wishes to participate on a different date than originally agreed for the workshop, a re-booking fee of EUR 300,00 net, respectively, shall apply.
6.7 metaBeratung reserves the right to cancel workshops or events that have been advertised or that have already begun due to low attendance rates, illness of speakers or presenters or other disruptions to business that metaBeratung is not responsible for. In this case, the fees that have already been paid and any travel expenses that have been incurred shall be refunded in exchange for proof of these costs.
7. Supplementary conditions for use of the online shop
7.1 The online shop provided by metaBeratung is intended for business customers only (cf. section 1.1 a) and b)) and not consumers.
7.2 The presentation and advertisement of items in the online shop do not constitute a binding offer of metaBeratung to conclude a purchase agreement.
7.3 When completing the registration process for the online shop, the customer must enter up-to-date, complete and accurate details in the registration form. The customer must select a secure password for accessing its account. The customer shall be responsible for the careful handling of its data, especially for keeping its password secret and shall ensure protection against misuse by unauthorized third parties. The customer shall immediately inform metaBeratung of any unauthorized use of its account and any other breach of security that it becomes aware of.
7.4 Upon submission of an order in the online shop, the customer is placing a legally binding order. The customer shall remain bound to the order for a period of two (2) weeks after placing the order.
7.5 metaBeratung shall confirm receipt of an order placed in its online shop by email without undue delay. This email will not include binding acceptance of the order, unless acceptance is also stated alongside confirmation of receipt of the order.
7.6 A contract shall only come into effect once metaBeratung has accepted a customer order by issuing an acceptance notice or by supplying the ordered items (e.g. sending a username and password for test access).
7.7 The customer shall receive a username and password for each test access ordered (“ID”) as well as a link for completing the test. The customer must forward this ID to the respective test participants. The customer shall be responsible for the careful handling of the test access data, especially for keeping the usernames and passwords secret and shall ensure protection against misuse by unauthorised third parties. The access for an online assessment or an online questionnaire purchased from metaBeratung GmbH is valid 2 years after the invoice date and thereafter expires without entitlement to a refund (“Expiration Date”). An exchange or cancellation of an online access code can only be made by your account manager if the online access code has not yet been created in the test publisher’s system. This means that it is no longer possible to reverse-process if you have received the invoice with the access code or access codes.
7.8 The prices in the online shop are gross prices including statutory value added tax.
8. Limitation of liability
8.1 Unless stated otherwise in these General Terms and Conditions and in the following provisions, metaBeratung shall be liable in accordance with the relevant legal provisions in the event of a breach of contractual or non-contractual obligations.
8.2 metaBeratung shall only be liable for damages – regardless of the legal basis – in the event of wilful intent and gross negligence. In instances of simple negligence, metaBeratung shall only be liable for
a) damages arising from loss of life, bodily injury or damage to health,
b) damages arising from a breach of a fundamental contractual obligation (whose fulfilment is a prerequisite for a proper implementation of the contract and compliance with which the contract partner can expect to regularly count upon and trust); in such a case, a liability of metaBeratung shall be limited to the sum of repairing contractually typical and foreseeable damages.
8.3 Liability for the fraudulent concealment of a defect, an assumption of a guarantee or a procurement risk and according to the Product Liability Act and other mandatory statutory provisions shall remain unaffected.
8.4 The above exclusions and limitations of liability shall apply to the same extent to managerial and non-managerial staff, other vicarious agents and sub-contractors of metaBeratung.
8.5 The above provisions do not constitute a reversal of the burden of proof.
9. Privacy policy
9.1 The collection, processing and use of personal customer data (such as name, address or email address) are solely for the purpose of processing the contracts and are always on a voluntary basis.
9.2 During the processing of contracts, metaBeratung forwards personal customer data to its contract partners in the USA, Hogan Assessment Systems Inc. and Kaiser Leadership Solutions LLC. This forwarding shall only take place with the customer’s consent and if the forwarding is necessary for fulfilling a contract between the customer and metaBeratung.
9.3 metaBeratung and its contract partners in the USA, Hogan Assessment Systems Inc. and Kaiser Leadership Solutions LLC, have concluded the current EU standard contractual clauses according to the European Commission Decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council (notified under document C(2010) 593).
9.4 The contract partners of metaBeratung in the USA, Hogan Assessment Systems Inc. and Kaiser Leadership Solutions LLC, guarantee that the forwarded customer data will only be used in compliance with the instructions from metaBeratung and only for fulfilling the purpose for which the data was forwarded.
9.5 metaBeratung will not use customer data for the purposes of advertising, marketing or researching public opinion without the customer’s consent.
9.6 The customer is always entitled to gratuitous information on his saved personal data, its origin and recipient, purpose of the data processing, as well as the right to delete or block the data. For more Information regarding personal data or other areas the customer can always use the address found in the legal information to contact metaBeratung and/ or their data protection supervisor.
10. Final provisions
10.1 The laws of the Federal Republic of Germany shall exclusively apply to these General Terms and Conditions and all legal relationships between metaBeratung and the customer.
10.2 The exclusive and international place of jurisdiction for all disputes arising directly or indirectly from this contractual relationship is the registered office of metaBeratung in Germany.
10.3 Individual contractual agreements made informally in amendment to the contract shall be valid. Modifications and amendments to these conditions of sale and to any side agreements must otherwise be made in writing. This also applies to a waiver of this written form requirement.
10.4 In the event that the above provisions are or become invalid, the validity of the remaining provisions shall remain unaffected. The contracting partners shall replace an invalid provision by one that most closely approximates the economic benefit of the invalid provision.
