GENERAL TERMS AND CONDITIONS FOR CONSULTANCY SERVICES

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1 - SCOPE OF APPLICATION

• These General Terms and Conditions of Consultancy supplement contracts (hereinafter referred to as "contract"), the subject matter of which is the consultancy and provision of information by LinkedUni (hereinafter referred to as "LinkedUni") 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 General Terms and Conditions of Consultancy contradict what LinkedUni has agreed individually with the client, the individual agreements take precedence over the relevant General Terms and Conditions of Consultancy.

• If LinkedUni has once included these General Terms and Conditions of Consultancy in a contract with the client, they will also apply to all future contracts for consultancy services between the client and LinkedUni, even if LinkedUni should not refer to these General Terms and Conditions of Consultancy again in future contracts. This does not apply only if and to the extent that the parties agree on the validity of new General Terms and Conditions of Consultancy of LinkedUni in the future contract.

• The General Terms and Conditions of Consultancy of LinkedUni apply exclusively. General terms and conditions of the client will only apply if this has been expressly agreed in writing. 

• Quoted §§ (paragraphs) in these Terms and Conditions of Contract are such of these General Terms and Conditions of Consultancy, unless otherwise designated in the text.

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2 - SUBJECT MATTER OF THE CONTRACT, PERFORMANCE AND SCOPE OF SERVICES

• The subject of the contract is the agreed consulting work specified in the contract, not the achievement of a certain economic success.

• LinkedUni renders its services with the diligence of a prudent businessman and always related to the individual situation and the needs of the client. The client is aware that every analysis of a company or market also implies imponderables.

• LinkedUni uses well-trained employees with the necessary expertise and experience for assignments and supervises and controls them. Unless otherwise agreed, LinkedUni can use expert subcontractors for the execution of the order, whereby LinkedUni always remains directly obliged to the client. Unless otherwise agreed, LinkedUni decides at its own discretion which employees or subcontractors are used.

• LinkedUni does not owe and does not provide legal or tax advice or auditing.
  
  3-  CHANGES IN PERFORMANCE

• 3.1 LinkedUni 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 LinkedUni 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. LinkedUni will inform the client immediately about such project changes and their effects.

• 3.3 Insofar as the effort of LinkedUni is increased or the time frame of the project is extended as a result of a change request of the client, the contracting parties undertake to negotiate a corresponding reasonable adjustment of the contract.

• 3.4 If the examination of the project modification involves a considerable effort for LinkedUni, LinkedUni 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.

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4 -  COOPERATION OBLIGATIONS OF THE CLIENT

•  The success of the project requires close cooperation between the parties. Client will continuously support LinkedUni in the project work to the best of its ability. Client will inform LinkedUni comprehensively about his needs which are the subject of the order and about all aspects essential to the project, and will continuously provide significant documents and information or documents and information deemed necessary by LinkedUni in due time and in full.

•  The Client shall:

1. » provide LinkedUni with complete, accurate and prompt answers to all questions to the best of its knowledge which form an essential basis for LinkedUni's work on the project.

2. » inform LinkedUni 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.

•  If and insofar as the client does not fulfil, does not completely fulfil or does not fulfil in time his obligations to cooperate agreed with LinkedUni despite request by LinkedUni, the following shall apply:

• a) In serious cases LinkedUni has the right to terminate the contract extraordinarily after unsuccessful expiry of a reasonable period of time for the fulfilment of the duties to cooperate. Further legal rights and claims of LinkedUni remain unaffected.
   

5 -  MAINTENANCE OF CONFIDENTIALITY BY LINKEDUNI

• LinkedUni is entitled to disclose confidential information to the persons employed by it for the execution of the order, in particular its employees and subcontractors as well as persons professionally involved, provided that LinkedUni undertakes to bind these persons to secrecy and data protection.

• LinkedUni is authorised to process personal data entrusted to it by the client as well as its employees (e.g. details of name, address, date of birth, marital status, religious denomination, status of disability, length of service, salary, membership of works council, etc.) and financing partners, suppliers, customers, consultants as well as other persons or companies used by the client (e.g. address, telephone/fax number, e-mail address, etc.) within the scope of the intended purpose or to have them processed by third parties.

• LinkedUni is allowed to use the fact that a contractual relationship exists or has existed between the client and LinkedUni as well as its concrete activity as a reference, in particular within presentations, events or in its company brochure.

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6 -  IMPEDIMENTS TO PERFORMANCE

• 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 LinkedUni will be extended to a reasonable extent. This does not apply if LinkedUni is responsible for taking over, precautionary or preventive measures. If the performance becomes impossible or unreasonable for LinkedUni due to the aforementioned circumstances, LinkedUni will be released from the performance obligation. 

• LinkedUni can only invoke the aforementioned circumstances if LinkedUni informs the client thereof without delay.

• applies accordingly if an employee of LinkedUni who is contractually designated for the project - unforeseeable at the time of conclusion of the contract and for which LinkedUni is not responsible - is absent. If this employee is permanently or for a longer period prevented from providing the service, LinkedUni is entitled to provide an employee with at least the same skills as a substitute. 

• If delays in performance according to § 6.1 to § 6.3 become unreasonable for the client, he can set LinkedUni a reasonable deadline for the commencement and/or continuation of the contractual activities and after fruitless expiry of this deadline terminate the contract extraordinarily according to § 13. LinkedUni's claim to remuneration for services already rendered remains unaffected by this.

• As far as LinkedUni is responsible for impediments to performance, it is only liable according to § 12.

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7 -  FIDUCIARY DUTY AND ASSURANCE OF INDEPENDENCE
The parties commit themselves to mutual loyalty. They shall inform each other without delay of all circumstances arising in the course of the execution of the project which may influence the processing.

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8 - USE OF RESULTS / PROTECTION OF INTELLECTUAL PROPERTY
The client guarantees that the reports, expert opinions, organisation plans, drafts, drawings, lists and calculations made by LinkedUni within the scope of the order will only be used for the contractually agreed purposes and will not be edited, translated, reprinted, passed on or distributed without the express written consent of LinkedUni in the individual case. The use of the consulting services rendered for client requires an explicit written agreement.

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9 - PASSING ON OF PROFESSIONAL STATEMENTS BY LINKEDUNI

• The passing on of information and consulting services (hereinafter collectively "consulting contents") of LinkedUni (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 LinkedUni, as far as the consent to the passing on to this third party does not already result from the contents of the contract.

• The use of consulting contents of LinkedUni by the client for advertising purposes is inadmissible; a violation entitles LinkedUni to extraordinary termination of the contractual relationship and all other orders of the client not yet completely executed. Further claims of LinkedUni remain unaffected in this respect.

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10 - FEE, ADDITIONAL COSTS, DUE DATE, DEFAULT

• The amount and the kind of the fee will be regulated in principle by individual contract. In the event that no arrangement has been made, the following fee rates shall apply:

1. » University application 1000 Euro

2. » Scholarship application 2000 Euro

3. » University + Scholarship application 3000

• Agreed down payments are due immediately upon invoicing and before commencement of services and will be set off by LinkedUni against the consulting services closest in time. Insofar as further down payments have been agreed, LinkedUni will invoice these in good time in each case so that an interruption of consultancy services is avoided.

• 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 contract

•  at short notice) on the agreed date.
   

11 - DEFECTS, STATUTE OF LIMITATIONS
As far as LinkedUni owes an analysis or an expert opinion or any other defined work, the following applies in addition:
11.1 Insofar as the services are defective, the customer has a right to rectification by LinkedUni in accordance with the statutory provisions.
11.2 In case of repeated failure of the rectification the client can also demand reduction of the remuneration or cancellation of the contract. The client can only demand cancellation of the contract if the service rendered is of no interest to him due to failure of the rectification. Section 12 shall apply to any further claims for damages.
11.3 The aforementioned warranty rights of the Principal shall become statute-barred, with the exception of claims for damages, 12 months after the statutory commencement of the limitation period.

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12 - LIABILITY, LIMITATION

• LinkedUni is liable to the client, irrespective of the legal basis, for the damages caused by and for which LinkedUni, its legal representatives and vicarious agents are responsible as follows:

• LinkedUni is liable according to § 12.1 for other damages caused intentionally or by gross negligence. Liability for slight negligence exists in these cases only in case of violation of essential contractual obligations and is then limited to the compensation of the contract-typical and foreseeable damage. 

•  In all other cases of damage and liability not covered by the above liability regulations, LinkedUni's liability is excluded. 

•  LinkedUni 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 LinkedUni.

•  As far as the liability of LinkedUni is excluded or limited according to this contract, the same applies to the personal liability of its legal representatives, employees and vicarious agents.

•  11 and 12 apply accordingly to any claims for compensation of futile expenses (e.g. § 284 BGB).

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13 - TERMINATION

• As far as nothing else has been agreed by contract and as far as LinkedUni does not owe the creation of a work in the sense of § 11 (in this respect the legal regulations apply), the contract can be terminated by both parties with a notice period of 14 days after the first payment. The right to extraordinary termination shall remain unaffected.

• The following in particular shall be considered as extraordinary grounds for termination 

1. - in the event of a lack of agreement on the remuneration in the event of necessary substantial changes to the project;

2. - in case of default of acceptance and delays in payment by the client, provided that LinkedUni has unsuccessfully set a reasonable deadline for performance by the client;

•  In the event of extraordinary termination by LinkedUni due to conduct of the client in breach of the contract, the client shall owe LinkedUni compensation for all damages caused by the premature termination of the contract, including loss of profit. 

• The termination must be in writing to be effective.

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14 - RETENTION, STORAGE OF DOCUMENTS

• Until full settlement of its claims LinkedUni has a right of retention of the documents handed over to it, the exercise of which, however, is contrary to good faith if the retention would cause disproportionately high damage to the client which cannot be justified when weighing both interests.

• After settlement of its claims under the contract, LinkedUni shall, at the client's request, surrender all documents which the client has handed over to it (itself or via a third party) on the occasion of the execution of the order. This does not apply to the correspondence between the parties and to simple copies of reports, organisation charts, drawings, lists, calculations etc. made within the scope of the order, provided that the client has received the originals.

• LinkedUni's obligation to keep the documents expires six months after termination of the contractual relationship. Legal obligations to keep records remain unaffected.

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15 - SUPPLEMENTARY PROVISIONS

• Place of performance is the registered office of LinkedUni. The place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of the LinkedUni branch concluding the contract.

• The language of presentations, documents, reports, expert opinions, analyses, etc. shall be Italian or English or both.

•  Amendments or supplements to a contract referred to in § 1.1 as well as in individual cases to these General Terms and Conditions of Consultancy shall require text or written form, unless a stricter form is mandatory by law. The exchange of e-mails to notified e-mail addresses satisfies the form requirement agreed herein. This shall also apply to any amendment of this written form requirement. 

•  The client may assign rights from the contractual relationship with LinkedUni only after prior written consent by LinkedUni.

• Should individual provisions of this contract be or become invalid or unenforceable in whole or in part, this shall not affect the rest of the contract. Instead of the invalid or unenforceable provision, a provision shall be deemed agreed which objectively comes as close as possible to the economic purpose of the invalid or unenforceable provision. The same shall apply in the event of the occurrence of a gap in the contract that needs to be filled.
  
  For more information, please contact us at Info@linked-uni.com.