General Terms and Conditions for Leafing Expert Services

General Terms and Conditions for Leafing Expert Services

1. GENERAL

1.1 These General Terms and Conditions (“GTC”) shall apply to all consulting services, information, as well as ancillary services provided for this purpose (“Consulting”), which are commissioned or ordered from a company affiliated with Leafing Expert Services (“LEC”). These GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions or conditions of purchase of the Customer shall only become part of the contract if and to the extent that LEC has expressly agreed to their validity in writing.

1.2 Amendments to the GTC shall also become part of current contracts as of their validity if the Customer does not object within a period of one month after notification of the amendment despite specific reference to his right of objection by LEC.

1.3 The written form agreed between the Customer and LEC in accordance with these GTC for the preparation and transmission of documents within the scope of their contractual relations (including offers, acceptance, subsidiary agreements, supplements) is also complied with if this is done electronically. In this respect, transmission via the Internet by unencrypted email or other digital means of transmission (e.g., via Customer interface, Internet portal, etc.) or by fax shall be sufficient.

1.4 The Customer accepts that messages sent via the Internet without encryption can be lost, altered, or falsified with or without the intervention of third parties, that conventional emails are not protected against access by third parties, and that LEC therefore accepts no liability whatsoever for the confidentiality and integrity of emails that have left the Customer’s area of responsibility. LEC assumes no liability for data security during transmission via the Internet, nor for data security when under the Customer’s control. This also includes malware occurring in connection with the electronic transmission of data and possible damage to the Customer resulting therefrom.

2. CONDUCT OF THE CONSULTING

2.1 LEC shall provide advice exclusively with regard to the subject matter of the Consulting as specified in more detail by LEC in the offer as well as in any attachments to the offer.

2.2 LEC owes only the agreed Consulting activity or other contractual service, not a certain success or a further specified result. The Customer is solely responsible for deciding on the timing as well as the type and scope of the implementation of the measures recommended by LEC or agreed with the Customer. This applies even if the Customer accompanies the implementation of coordinated plans or measures by the Customer.

2.3 LEC shall provide the advice with care and diligence in accordance with the current state of the art and science. LEC shall, after consultation with the Customer and if reasonable in the individual case, take into account general process descriptions, certain industry and scientific standards and, if applicable, specific regulations, methods, and application practices of the Customer, as far as specified by the Customer.

2.4 LEC shall determine the place, time, and manner of the consultation independently at its due discretion. If in individual cases the presence of LEC employees at the Customer’s premises should be necessary, the employees are available for this purpose. The dates for this will be agreed between LEC and the Customer.

2.5 As a matter of principle, LEC is not entitled or obliged to act as the Customer’s representative vis-à-vis third parties, in particular to conduct negotiations or to make declarations of intent with effect for or against the Customer. Exceptions require prior written agreement.

2.6 LEC is entitled, with the Customer’s prior written consent, to engage third parties to assist it in the execution of the Consulting. The Customer will only refuse his consent if his legitimate interests are at risk. The Customer’s prior consent is not required if a company affiliated with LEC is involved. LEC shall provide the Consulting within the time limits customary in the market. Dates and deadlines for the provision of Consulting services are only binding if and insofar as they are confirmed by LEC in writing in advance.

2.7 Compliance with dates and deadlines shall be subject to the timely receipt of all documents and information to be provided by the Customer and the timely fulfillment of the Customer’s cooperation obligations pursuant to Section 3.

3. COOPERATION OF THE CUSTOMER

3.1 The Customer has to support the Consulting by appropriate cooperation. In particular, he shall provide LEC with the information, data, and documents necessary for the consultation and, if necessary, allow LEC employees access to his business premises during his business hours to the extent necessary. In addition, the Customer will, if agreed, provide the necessary working materials, in particular workstations and computers, in his business premises to a reasonable extent.

3.2 The Customer shall be obliged to designate a contact person and a deputy as permanent reference persons for all matters relating to the consultation. They are to be put in a position to either make all decisions relating to the consultation themselves or to bring them about in a timely manner. In addition, the Customer shall provide those employees whose special knowledge LEC requires in each case to carry out the Consulting.

3.3 The Customer is furthermore obliged to inform LEC if he has received or intends to receive conformity assessment measures such as certifications by a company affiliated with LEC within the meaning of §§ 15 AktG ff. within a period of 24 months before as well as after the consultation.

3.4 If the Customer fails to comply with his obligations to cooperate and if for this reason LEC is unable to complete its Consulting services in whole or in part within the agreed period of time, the period of time agreed upon for this purpose shall be reasonably extended. LEC shall nevertheless be entitled to remuneration from the Customer for the period in which LEC cannot complete the consultancy.

4. REMUNERATION, EXPENSES

4.1 LEC shall receive remuneration for its services on the basis of the offer prepared by LEC plus statutory value-added tax.

4.2 In addition to the remuneration, LEC is entitled to reimbursement of all its necessary reasonable expenses incurred by LEC in preparation for and in the performance of the consultancy. This includes travel costs, travel time, expenses, and accommodation costs.

4.3 In the event of unforeseen obstacles or additional costs in the provision of advice, LEC shall endeavor to inform the Customer; LEC shall also be entitled to charge the Customer for the necessary additional expenditure.

4.4 Unless otherwise provided in the offer, LEC will invoice the Customer at the end of each month for the remuneration and expenses incurred. LEC is entitled to issue the invoice in electronic form. Each invoice shall contain a list and explanation of the activities performed in the respective billing period and their respective time scope.

4.5 The Customer undertakes to transfer the remuneration and expenses to the account of LEC specified in the invoice within 14 days after receipt of a proper invoice.

4.6 The Customer shall be in default without a reminder. From the beginning of the default, the Customer shall be charged interest in the amount of 9 percentage points above the base interest rate, unless a higher interest rate results from statutory regulations.

4.7 The Customer may only offset claims against LEC or assert a right of retention if the Customer’s counterclaim is undisputed or has been legally established.

5. TAX CLAUSE FOR INTERNATIONAL SERVICES

5.1 This Section 5 shall only apply if the Customer or a subcontractor used by LEC has its registered office outside of Nigeria.

5.2 All prices and costs for services provided by LEC or an affiliated company or a subcontractor do not include taxes. This includes, but is not limited to, sales taxes or equivalent duties, taxes in particular import duties, stamp duties, ancillary costs, or withholding taxes. Nor do they include any related liabilities (collectively “taxes”) charged to the Customer under applicable national law.

5.3 Any payment made by the Customer shall be made free of and without withholding or deduction of any taxes. This shall not apply if such withholding or deduction is required by applicable law or applicable double taxation treaties. The Customer shall promptly provide LEC with evidence of such payment and copies of all documents submitted with each such payment.

5.4 The Parties shall use their best efforts to obtain a refund of the deduction amounts or reimbursement of the respective tax. They shall assist each other in their obligations in this respect. Refunded taxes shall be reimbursed in accordance with the amounts due.

6. RESULTS OF WORK

6.1 “Work Results” are all works created by the activity of LEC in connection with the Consulting of the Customer, in particular documents, project sketches, presentations, and drafts.

6.2 Upon payment of the full remuneration, LEC grants the Customer the non-exclusive, non-transferable right to use the work results created by LEC within the framework of the performance of the contract and the documents embodying them which have been handed over to the Customer for the use of the services provided by LEC as contractually agreed or resulting from the purpose of the contract. This also applies insofar as the work results are protected or protectable and also includes the secret know-how contained therein.

6.3 The Customer shall be granted the right to reproduce the work results provided for internal company purposes. Copyright notices and other protective notices may not be removed in the process. The granting of sublicenses requires the prior written consent of LEC.

6.4 Disclosure of work results to authorities or other public bodies is permitted if and to the extent that this is required for the contractually stipulated purpose or is prescribed by law. Any publication or reproduction of the work results, in particular via the Internet or for advertising purposes, as well as any other disclosure to third parties, even in part, shall only be permitted with the prior written consent of LEC.

6.5 LEC reserves its rights to all Consulting methods and/or procedures as well as to technical equipment which it develops itself or generally uses within the framework of the contract, unless these were developed exclusively for the Customer and have been paid for by the Customer in full. The Customer is not entitled to use these methods and/or procedures outside of the contractually agreed purpose.

7. LIABILITY

7.1 LEC shall be liable in accordance with the statutory provisions for damages arising from injury to life, body, or health based on an intentional or negligent breach of duty by LEC, its legal representatives, or its vicarious agents. The same applies to other damages caused by intentional or grossly negligent breaches of duty by LEC, its legal representatives, or its vicarious agents.

7.2 If LEC culpably violates an essential contractual obligation (cardinal obligation), liability is limited to the amount of the typically foreseeable damage. Cardinal obligations are obligations that enable the proper execution of the contract and on which the Customer regularly relies and may rely.

7.3 LEC’s liability for damages is otherwise excluded.

7.4 The above limitations of liability shall also apply to breaches of duty by legal representatives, vicarious agents, or employees of LEC if claims are made directly against them.

7.5 The limitation period for claims for damages against LEC is 1 year. The limitation period begins at the time the claim arises. The limitation period for claims for damages resulting from intentional or grossly negligent breach of duty, for damages resulting from injury to life, limb, or health, and for claims under the Product Liability Act, is governed by the statutory provisions.

8. CONFIDENTIALITY

8.1 The Customer and LEC undertake to keep confidential all confidential information which they receive or obtain from the other party in connection with the performance of the contract. Confidential information is all information marked as confidential by the disclosing party or which is to be regarded as confidential due to the circumstances of its transmission or its content, in particular trade secrets.

8.2 The duty of confidentiality does not apply if and to the extent that the information (i) is already known to the receiving party at the time of receipt or thereafter becomes known without breach of a confidentiality obligation, (ii) is disclosed by the disclosing party to a third party without restriction, (iii) is made public by the disclosing party or with its consent, or (iv) must be disclosed by law or by order of a court or an authority. The burden of proof for the existence of the above-mentioned exceptions shall be on the receiving party.

8.3 The duty of confidentiality shall continue to apply after the termination of the contractual relationship for a period of 5 years.

8.4 The Customer and LEC undertake to return or destroy all confidential documents of the other party upon request. The receiving party shall delete any confidential information that it has received in electronic form. The obligation to delete does not extend to routine backup copies, which are only kept for backup purposes and not for productive use.

9. CONTRACT TERM AND TERMINATION

9.1 The contract shall begin on the date specified in the contract and shall continue for the agreed term. The term of the contract may be extended by mutual agreement of the parties.

9.2 The right to terminate the contract for cause without notice remains unaffected. Good cause exists in particular if (i) the Customer is in default of payment of the remuneration or a significant part thereof, (ii) a petition is filed to open insolvency proceedings against the assets of the other party, or (iii) one party breaches essential contractual obligations and does not remedy the breach within a reasonable period of time despite being requested to do so in writing.

9.3 Termination must be in writing.

10. FINAL PROVISIONS

10.1 The contract and these GTC shall be governed by the laws of the Federal Republic of Nigeria, excluding the conflict of laws rules. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

10.2 The place of jurisdiction for all disputes arising from or in connection with the contract is the registered office of LEC, provided that the Customer is a merchant, a legal entity under public law, or a special fund under public law, or the Customer has no general place of jurisdiction in Nigeria or in another EU member state, or the Customer’s domicile or habitual residence is unknown at the time the action is brought.

10.3 Should individual provisions of these GTC be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions of these GTC. In place of the invalid or unenforceable provision, a provision shall apply which comes as close as possible to the economic purpose of the invalid or unenforceable provision. The same applies in the case of a contractual gap.