General Terms and Conditions

General Terms and Conditions

  1. General Provisions / Scope of Application

1.1 These General Terms and Conditions (GTC) apply to all legal transactions between the Client and ISAKCO Ltd (the Consultant). The version valid at the time of the conclusion of the contract is applicable.

1.2 These GTC also apply to all future contractual relationships between the parties, even if not explicitly referenced in subsequent agreements.

1.3 Any conflicting General Terms and Conditions of the Client are invalid unless expressly acknowledged in writing by the Consultant.

1.4 Should individual provisions of these GTC be or become ineffective, the validity of the remaining provisions and the contracts concluded under these GTC shall not be affected. The ineffective provision shall be replaced by a valid one that most closely reflects the intent and economic purpose of the original provision.

  1. Scope of the Consultancy Assignment / Substitution

2.1 The scope of a specific consultancy assignment is agreed upon in a separate contract on a case-by-case basis.

2.2 The Consultant is entitled to have the tasks incumbent upon him/her carried out in whole or in part by third parties. Payment of the third party shall be made exclusively by the Consultant. No contractual relationship of any kind shall arise between the third party and the Client.

2.3 The Client undertakes not to establish any business relationship of any kind with persons or companies employed by the Consultant to fulfill his contractual obligations during the term of this contract and for three years after its termination. In particular, the Client shall not engage these persons or companies to provide consulting services that are identical or similar to those offered by the Consultant.

  1. Client’s Obligation to Provide Information / Declaration of Completeness

3.1 The Client shall ensure that the organizational conditions at his/her place of business allow for the fulfillment of the consultancy assignment in an undisturbed and expeditious manner.

3.2 The Client shall comprehensively inform the Consultant about any prior or ongoing consultancy efforts, even in other professional fields.

3.3 The Client shall ensure that all documents necessary for the fulfillment and execution of the consultancy assignment are provided to the Consultant in a timely manner, even without special request, and that the Consultant is informed of all processes and circumstances that are significant for the execution of the consultancy assignment. This also applies to all documents, processes, and circumstances that become known only during the Consultant’s work.

3.4 The Client shall ensure that his/her employees and any statutory employee representation (e.g., works council) are informed of the consultancy work before it begins.

  1. Ensuring Independence

4.1 The contracting parties commit to mutual loyalty.

4.2 The contracting parties undertake to take all precautions necessary to prevent the independence of the third parties and employees engaged by the Consultant from being jeopardized. This particularly applies to the Client’s offers of employment or direct commissioning for personal or private projects.

  1. Reporting / Duty to Report

5.1 The Consultant is obliged to report to the Client on the progress of his/her work, that of his/her employees, and, if applicable, that of engaged third parties according to the progress of the work.

5.2 The Client shall receive a final report within a reasonable period, typically between two to six weeks, depending on the nature and scope of the consultancy assignment, after the completion of the assignment.

5.3 The Consultant is free to act when producing the agreed-upon work and carries out the work at his/her discretion and on his/her responsibility. The Consultant is not bound to any specific workplace or working hours.

  1. Protection of Intellectual Property

6.1 The copyrights to the works created by the Consultant, his/her employees, and third parties commissioned by him/her (including but not limited to offers, reports, analyses, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) remain with the Consultant. They may be used by the Client during and after the termination of the contractual relationship exclusively for purposes covered by the contract. The Client is not entitled to reproduce or distribute the work (works) without the express written consent of the Consultant. In no event shall unauthorized reproduction/distribution of the work result in liability on the part of the Consultant, particularly concerning the accuracy of the work for third parties.

6.2 Any breach by the Client of these provisions entitles the Consultant to terminate the contract immediately and prematurely and to assert other statutory claims, particularly for injunctive relief and/or damages.

  1. Warranty

7.1 The Consultant is entitled and obliged, regardless of fault, to rectify any inaccuracies and defects in his/her performance that become known within the scope of the statutory warranty period. The Consultant shall notify the Client thereof without delay.

7.2 The Client’s right to warranty claims shall expire three months after the respective service has been rendered.

  1. Liability / Damages

8.1 The Consultant is liable to the Client for damages—excluding personal injury—only in cases of gross negligence (intent or gross negligence). For damages attributable to third parties engaged by the Consultant, the Consultant is liable only in cases of gross negligence in the selection of such third parties. The Consultant’s liability for damages, losses, costs, or other disadvantages caused by slight negligence, either by the Consultant or third parties engaged by the Consultant, is excluded.

8.2 The total liability of the Consultant for any claim, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with this contract shall not exceed the total fees paid by the Client to the Consultant under this contract.

8.3 In no event shall the Consultant be liable for any indirect, special, incidental, punitive, or consequential damages, including but not limited to loss of profits, loss of business opportunities, or loss of data, arising out of or in connection with this contract, tort (including negligence), breach of statutory duty, or otherwise, even if the Consultant has been advised of the possibility of such damages.

8.4 The Client’s claims for damages must be asserted in court within six months of becoming aware of the damage and the damaging party, and at the latest within three years after the event giving rise to the claim.

8.5 The Consultant does not warrant or guarantee any specific outcome or result from the services provided under this contract. The services are provided on an “as is” basis.

8.6 The Client must take all reasonable steps to mitigate any loss or damage that may arise in connection with this contract.

8.7 The Consultant shall not be liable for any loss or damage arising from the Client’s failure to provide complete, accurate, and timely information required to perform the services under this contract.

8.8 The Consultant shall not be liable for any loss, damage, or delay arising out of the Consultant’s reliance on any information or documentation provided by the Client that is inaccurate, incomplete, or fraudulent.

8.9 The Consultant’s liability is limited solely to the Client and not to third parties. The Client is obliged to expressly inform third parties who come into contact with the Consultant’s services as a result of the Client’s actions that no liability exists towards them.

8.10 The Client acknowledges that it has not relied on any statement, representation, or warranty, except as expressly set out in this contract and, if applicable, onboarding correspondence that sets out a specific scope of work, and that the Consultant shall not be liable for any statements, representations, or warranties that are not expressly contained in this contract or such onboarding correspondence.

8.11 The Client agrees to indemnify and hold the Consultant harmless from and against any and all claims, damages, losses, and expenses, including legal fees, arising out of or in connection with the Client’s negligence, breach of this contract, or misuse of the services provided by the Consultant.

8.12  The Consultant shall not be liable for any consequences, including financial loss, arising from changes in legislation, regulations, or official interpretations of tax laws that occur after the provision of our services. This includes any amendments to relevant laws or treaties that may impact the client’s status, tax status or the validity of any tax reclaim processed with our assistance.

8.13 The Consultant shall not be liable for any actions taken by authorities, including tax authorities, including but not limited to reviews, audits, or re-assessments of the client’s tax returns that may result in the reversal of tax refunds, additional tax liabilities, penalties, or interest. The Client acknowledges that the Consultant’s role is limited to assisting with the scope as set out in the onboarding correspondence for a specific matter, and that any subsequent actions or decisions by authorities, including tax authorities are beyond the control of the Consultant.

8.14 The Consultant’s services are strictly limited to the specific scope outlined in the agreement with the client, which includes onboarding correspondence such as emails. The Consultant shall not be liable for any duties, penalties, liabilities, tax liabilities, obligations, or consequences arising in other jurisdictions, or for any income or financial activities outside the scope of the services provided. Clients are strongly advised to seek independent legal, tax, and or financial advice regarding any other their specific obligations or financial matters outside the specific services provided by the Consultant.

  1. Force Majeure

9.1 The Consultant shall not be liable for any failure or delay in performing its obligations under this contract where such failure or delay is due to causes beyond its reasonable control, including, but not limited to, acts of God, war, strikes, lockouts, IT outages, travel delays, industrial action, fire, flood, drought, pandemic, or compliance with any law or governmental order, rule, regulation, or direction.

9.2 If a force majeure event occurs, the Consultant shall notify the Client as soon as reasonably practicable, and the time for performance of the affected obligations shall be extended by the period of the force majeure event.

  1. Confidentiality / Data Protection

10.1 The Consultant undertakes to maintain absolute confidentiality concerning all business matters that come to his/her attention, particularly business and trade secrets and any information he/she receives about the nature, scope, and practical activities of the Client.

10.2 Additionally, the Consultant undertakes to maintain confidentiality concerning the entire content of the work as well as all information and circumstances that came to his/her attention in connection with the creation of the work, especially also with regard to the data of the Client’s clients.

10.3 The Consultant is released from the duty of confidentiality concerning any assistants and substitutes engaged by him/her. However, he/she must fully transfer the confidentiality obligation to them. The Consultant shall not be liable for any breaches of confidentiality obligations by these persons. The Client must primarily seek redress from these third parties.

10.4 The confidentiality obligation extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of legally mandated disclosure obligations.

10.5 The Consultant is entitled to process personal data entrusted to him/her within the scope of the contractual relationship. The Client warrants that all necessary measures have been taken, particularly those required under data protection legislation, to enable the Consultant to process such data.

  1. Fees

11.1 Upon completion of the agreed work, the Consultant shall receive a fee as agreed between the Client and the Consultant. The Consultant is entitled to issue interim invoices according to the progress of the work and to demand payment on account corresponding to the respective progress. The fee is due upon invoicing by the Consultant.

11.2 The Consultant shall issue an invoice that meets all legal requirements and entitles the Client to deduct input tax if applicable.

11.3 Any cash expenses, out-of-pocket expenses, travel costs, etc., incurred shall be reimbursed by the Client upon submission of an invoice by the Consultant.

11.4 If the execution of the agreed work is omitted for reasons attributable to the Client, or due to a justified premature termination of the contractual relationship by the Consultant, the Consultant retains the right to payment of the full agreed fee, less any saved expenses. In the case of an agreed hourly fee, the fee is to be paid for the number of hours expected for the entire agreed work, less the saved expenses. Saved expenses are agreed to be a lump sum of 30% of the fee for those services that the Consultant has not yet provided by the date of termination of the contractual relationship.

11.5 In the event of non-payment of interim invoices, the Consultant is released from the obligation to provide further services. The assertion of any further claims arising from non-payment remains unaffected.

  1. Electronic Invoicing

12.1 The Consultant is entitled to send invoices to the Client electronically. The Client expressly agrees to the receipt of invoices in electronic form by the Consultant.

  1. Duration of the Contract

13.1 This contract generally ends with the completion of the project and the corresponding invoicing.

13.2 Notwithstanding the above, the contract may be terminated at any time for good cause by either party without notice. Good cause includes, in particular:

  • A material breach of contractual obligations by one party, or
  • If one party is in default of payment after the initiation of insolvency proceedings, or
  • If justified concerns about the creditworthiness of one party arise and that party fails to make advance payments or provide suitable security before the Consultant’s performance.
  1. Governing Law and Jurisdiction

14.1 This contract and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

14.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this contract or its subject matter or formation.

  1. Third Party Rights

15.1 A person who is not a party to this contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this contract and related agreements.

  1. Waiver

16.1 No failure or delay by the Consultant in exercising any right, power, or privilege under this contract shall operate as a waiver of such right, power, or privilege, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege.

  1. Assignment

17.1 The Client shall not, without the prior written consent of the Consultant, assign, transfer, or deal in any other manner with all or any of its rights or obligations under this contract.

17.2 The Consultant may at any time assign, transfer, or deal in any other manner with all or any of its rights or obligations under this contract without the Client’s prior written consent.

  1. Nature of Services and Regulatory Status

18.1 The Consultant acts solely as a business consultant and does not provide legal advice, tax advice, or any other services that are reserved to regulated professionals under applicable laws. While the Consultant and/or its employees and subcontractors may be qualified as lawyers, solicitors, or tax advisors in various jurisdictions, including the Consultant’s director’s status as an attorney at law in New York and a solicitor in England and Wales, the services provided under this contract are strictly limited to business consultancy.

18.2 The Consultant is not a law firm and is not regulated by the Solicitors Regulation Authority (SRA) or any other legal, tax, or finance advisory regulatory body. The Client acknowledges and agrees that the Consultant’s services do not constitute legal advice, financial advice, tax advice, or any other form of professional services regulated by law.

18.3 Any advice or information provided by the Consultant in the course of the business consultancy services should not be construed as legal or tax advice. The Client is advised to seek independent legal, financial, or tax advice from a qualified professional if such advice is needed.

18.4 The Consultant’s liability is limited to the scope of business consultancy services provided under this contract and the onboarding correspondence for a specific matter, and the Consultant shall not be liable for any claims, damages, or losses arising out of or in connection with the provision or non-provision of legal, financial, or tax advice.

  1. Entire Agreement

19.1 These GTC (and where applicable, together with any onboarding correspondence between the Consultant and the Client) constitute the entire agreement between the parties and supersede any prior agreement or understanding, whether written or oral, relating to the subject matter of this contract.

19.2 The Client acknowledges that it has not relied on any statement, representation, or warranty not expressly set out in this contract.

  1. Final Provisions

20.1 The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to notify each other immediately of any changes.

20.2 Amendments and supplements to the contract and these GTC must be made in writing (typically this will first occur in the onboarding correspondence); this also applies to any waiver of this written form requirement. Oral collateral agreements do not exist.

20.3 Should any provision of onboarding correspondence, the contractual arrangements between the Consultant and the Client, or these GTC be or become invalid or unenforceable, the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the economic intent of the original provision.

20.4 In the event of any dispute arising from or in connection with this contractual arrangements between the Consultant and the Client that cannot be resolved amicably, the parties agree to first seek resolution through mediation conducted by a mediator registered with a recognized mediation body. If the mediation fails, either party may pursue legal action.

20.5 In the event that a mediation process is initiated but does not result in a settlement, any legal proceedings that follow shall be governed by the laws of England and Wales as stipulated in Clause 14.1. Any costs incurred during the mediation process, including legal fees, shall be recoverable as “pre-litigation costs” in any subsequent court or arbitration proceedings.

Version: 15 August 2024

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