Terms and Conditions
As of 01.07.2025
1. General
1.1 For all legal transactions between the client and the contractor (Curia Consulting GmbH, Zollhof 6, 40221 Düsseldorf) — only the term contractor is used below — these general terms and conditions apply exclusively. In each case, the version valid at the time of conclusion of the contract is decisive.
1.2 These general terms and conditions also apply to all future contractual relationships, even if this is not expressly stated in the case of additional contracts.
1.3 Conflicting general terms and conditions of the client are invalid unless they are expressly accepted in writing by the contractor.
1.4 In the event that individual provisions of these general terms and conditions should be and/or become ineffective, this does not affect the effectiveness of the remaining provisions and the contracts concluded on the basis of them. The ineffective provision must be replaced by a valid provision that comes closest to its meaning and economic purpose.
2. Scope of the order/delegation
2.1 The scope of a specific order is contractually agreed on a case-by-case basis. Unless otherwise agreed in writing, advertising expenses for the client's advertising measures are always paid in full by the client directly to the advertising platform. Advertising expenses are not part of the contractor fee.
2.2 The contractor is entitled to have the tasks incumbent upon him performed in whole or in part by third parties. Payment by the third party is made exclusively by the contractor himself, unless otherwise contractually agreed. There is no direct contractual relationship of any kind between the third party and the client.
2.3 During and up to the expiry of one year after termination of this contractual relationship, the client undertakes not to enter into any business relationship of any kind with persons or companies that the contractor uses to fulfill its contractual obligations. In particular, the client will not commission these persons and companies with such or similar services that the contractor also offers.
2.4 The contractor is entitled to determine the exact scope and design of the agreed services at reasonable discretion in accordance with Section 315 BGB, unless otherwise agreed in writing.
2.5 Coaching programs do not replace psychological counseling or therapy. The contractor is solely responsible for teaching methods, approaches and strategies in a business context. A specific success of the measures is not guaranteed. There is also no monitoring or control of learning success.
3. Duty of information/declaration of completeness/obligation to cooperate
3.1 The client shall ensure that, when the order is fulfilled at its place of business, the organizational framework allows work to be carried out as undisturbed as possible and conducive to the rapid progress of the process.
3.2 The client will also comprehensively inform the contractor about previous and/or ongoing similar orders.
3.3 The client shall ensure that, even without the latter's specific request, all documents and content necessary for the fulfilment and execution of the order are presented to the contractor in a timely manner and that the contractor is informed of all processes and circumstances that are important for the execution of the order. This also applies to all documents, processes and circumstances that only become known while the contractor is working.
3.4 If the client fails to provide the necessary cooperation (3.3) and does not provide the necessary content to fulfill the order even upon double request by the contractor, the contractor is exempted from claims due to delay in delivery. If the contractor is unable to complete the order within the project implementation period due to omissions on the part of the client and the contractor has asked the client to cooperate twice in vain, the work is considered to have been handed over (handover fiction) and the order has been completed.
3.4 The client ensures that its employees and the legally provided and possibly established employee representatives (works council) are informed of the contractor even before the contractor starts working.
4. Securing independence
4.1 The contracting parties commit themselves to mutual loyalty.
4.2 The contracting parties mutually commit themselves to take all precautions that are suitable to prevent the independence of commissioned third parties and employees of the contractor from being jeopardized. This applies in particular to offers from the client for employment or the acceptance of orders on its own account.
5. Reporting/reporting obligation
5.1 The contractor undertakes to report on his work, that of his employees and, if applicable, also the commissioned third parties on the progress of work in accordance with the client.
5.2 The client receives the final report within a reasonable period of time, i.e. two to four weeks, depending on the type and scope of the consulting assignment after completion of the assignment.
5.3 When producing the agreed work or providing the agreed services, the contractor acts at his own discretion and on his own responsibility. He is not bound to a specific place of work or to any specific working time.
6. Protection of intellectual property
6.1 The copyrights to the works created by the contractor and his employees and commissioned third parties (in particular reports, analyses, reports, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) remain with the contractor. They may be used by the client during and after termination of the contractual relationship exclusively for purposes covered by the contract. The client is therefore not entitled to reproduce and distribute the work (s) without the express consent of the contractor. Under no circumstances does an unauthorized duplication/distribution of the work result in liability on the part of the contractor — in particular for the accuracy of the work — vis-à-vis third parties.
6.2 The client's breach of these provisions entitles the contractor to immediately early termination of the contractual relationship and to assert other legal claims, in particular for omission and/or compensation.
6.3 The client receives a non-transferable, simple right to use all digital content, platforms and documents provided as part of the cooperation. The content provided (videos, scripts, digital resources, etc.) is intended exclusively for personal use during the contract period. Duplication, distribution or other use is prohibited without prior written consent.
6.4 The transfer of access data or provided materials to third parties is strictly prohibited unless expressly approved in writing by the contractor. In the event of violations, the contractor is entitled to claim a contractual penalty of up to 12,000€ and to block the client's access. Other compensation claims remain unaffected.
7. Guarantee
7.1 Without regard to fault, the contractor is entitled and obliged to correct any inaccuracies and deficiencies that become known as part of the statutory warranty in its performance. He will immediately inform the client of this.
7.2 The client's claim expires six months after the respective service has been provided.
8. Liability/compensation
8.1 The contractor is liable to the client for damage — with the exception of personal injury — only in the event of gross fault (intent or gross negligence). This also applies mutatis mutandis to damage caused by third parties brought in by the contractor.
8.2 Claims for damages by the client can only be asserted in court within six months of becoming aware of the damage and the person causing the claim, but no later than three years after the event giving rise to the claim.
8.3 In each case, the client must prove that the damage is due to fault on the part of the contractor.
8.4 If the contractor performs the work with the help of third parties and warranty and/or liability claims arise against these third parties in this context, the contractor assigns these claims to the client. In this case, the client will give priority to these third parties.
8.5 The contractor does not provide legal advice and assumes no liability for legal aspects that arise from the customer's sphere (data protection, imprint, etc.).
8.6 The contractor assumes no liability for legal consequences arising from advertising measures initiated by the client, unless there is intent or gross negligence on the part of the contractor. This applies even if advertising measures have been approved by the contractor beforehand. In addition, the contractor is not liable for damage due to force majeure or indirect damage such as lost profit, unless these are based on intent or gross negligence.
9. Confidentiality/data protection
9.1 The contractor undertakes to maintain absolute secrecy about all business matters, business and trade secrets as well as personal data and confidential information about the client's customers and clients. This obligation of confidentiality continues indefinitely, i.e. even after the end of the contractual relationship. Statutory disclosure requirements remain unaffected by this.
9.2 The contractor is released from confidentiality with regard to any assistants and representatives he uses. However, he must completely transfer confidentiality to them and is liable for their breach of the confidentiality obligation as well as for his own breach.
9.3 The contractor is entitled to process personal data entrusted to him within the framework of the purpose of the contractual relationship. The client guarantees to the contractor that all necessary measures have been taken for this purpose, in particular those within the meaning of the Data Protection Act, such as declarations of consent from those affected.
9.4 The client undertakes to keep internal information and business secrets of other participants that become known during cooperation or joint training courses strictly confidential. In the event of culpable infringement, the contractor is entitled to block access or to terminate the contract extraordinarily.
9.5 The client undertakes to treat other participants and employees of the contractor with respect. Insults, discrimination, or other inappropriate conduct may result in exclusion from events or platforms. The obligation to pay remuneration remains unaffected.
10. Fee/connection services/costs for technical solutions
10.1 Half of the agreed fee is due at the start of the project and half upon completion of the project, unless otherwise agreed in writing. The amount of the fee depends on the individual contractual agreement. Unless specified, amounts mentioned are net amounts. The contractor is entitled to send invoices electronically. The client expressly agrees to this form of invoicing.
10.2 In the case of on-site appointments, cash expenses, travel expenses, etc. must be reimbursed by the client in addition after consultation against the contractor's invoice.
10.3 If the agreed work is not carried out for reasons on the part of the client or due to a justified early termination of the contractual relationship by the contractor, the contractor reserves the right to payment of the entire agreed fee minus saved expenses. If an hourly fee is agreed, the fee is to be paid for the number of hours that was expected for the entire agreed work, minus saved expenses. The saved expenses are agreed on a lump sum of 30 percent of the fee for services that the contractor has not yet provided by the date of termination of the contractual relationship.
10.4 In the event of non-payment of interim invoices, the contractor is released from its obligation to provide further services. This does not affect the assertion of further claims resulting from non-payment.
10.5 Subsequent services provided by the contractor (e.g. technical support) after project completion will be charged at a flat rate of 120.00€ (net) /hour.
10.6 If the implementation or integration of third-party solutions (technical solutions from third parties) or the programming and configuration of solutions (individually programmed technical solutions) is necessary or agreed, the client — unless otherwise agreed in writing — assumes the associated operating costs in full (e.g. set-up fee, license fees, server costs, API costs, etc.).
10.7 In the case of installment payments, each installment is due on the contractually agreed date. If payment is delayed by more than 14 days, the contractor is entitled to temporarily block access to content and services until the outstanding payment has been paid. The contractor reserves the right to extraordinarily terminate the contract in the event of repeated late payment.
11. Postponement, change or cancellation of face-to-face events
11.1 The contractor strives to meet the agreed event dates, but reserves the right to make changes at short notice. The client is not entitled to a specific date or scope of training.
11.2 Where possible, the contractor shall inform the client in good time by e-mail or in another suitable form of postponements, changes or cancellations. In the event of changes due to force majeure or medically certified inability to work, the provider will promptly inform the client and offer alternative appointments.
11.3 The contractor reserves the right to cancel or postpone events, coaching and lectures, including web video conferences, at short notice if the number of participants falls below the minimum number or in the event of force majeure and physician-certified inability to work. In this case, the client will be notified immediately by e-mail and any fees already paid for the cancelled event will be refunded.
11.4 The client must claim a refund in writing from the provider within two weeks of notification of the postponement, change or cancellation. After this period, the claims expire. If an alternative date is offered, a refund is excluded.
11.5 The client is only liable for claims made by the contractual partner or third parties due to postponements, changes or cancellations in the event of gross negligence or intent. Liability for indirect damage, in particular loss of profit, is excluded.
11.6 The client may rebook or cancel the event free of charge up to six weeks before the start of the event.
11.7. A rebooking by the client is at the discretion of the contractor and may result in a processing fee of up to 350€. A short-term cancellation up to three weeks before the event is excluded and 100% of the participation fees must be paid. A refund is at the discretion of the contractor.
11.8 The client undertakes to ensure trouble-free work during events, workshops or training courses. If the client repeatedly causes disruptions, the contractor is entitled to exclude the client from participation after a one-time written warning. The client's obligation to pay remains unaffected.
12. Duration of contract
12.1 The contract generally ends upon completion of the agreed project and corresponding invoicing, unless otherwise expressly agreed in writing. Notwithstanding this, the right of both parties to terminate the contract at any time and without notice for good cause remains unaffected. Important reasons include, in particular, significant breaches of contract, insolvency proceedings or sustained late payments.
12.2 Coaching contracts have the term agreed in the main contract and can only be terminated during this term for good cause. The right to extraordinary termination remains unaffected.
13. Promotional purposes/testimonial
13.1 We may name your company (including logo) and the results achieved for you as a reference to other customers and use them for advertising purposes. The permission for use can be withdrawn at any time in the future.
14. Final provisions/exclusion of the right of withdrawal
14.1 The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and commit themselves to immediately notify each other of any changes.
14.2 Amendments to the contract and these terms and conditions must be made in writing; as is a departure from this formal requirement. There are no additional oral agreements.
14.3 Substantive German law is applicable to this contract to the exclusion of the referral rules of international private law and the UN sales law. The place of fulfilment is the place of professional establishment of the contractor. The court at the contractor's place of business is competent for disputes.
14.4 The contractor exclusively concludes contracts with entrepreneurs within the meaning of § 14 BGB. There is therefore no legal right of withdrawal. Should, exceptionally, there be a legal right of withdrawal, the client expressly waives this insofar as the provision of services has already begun or digital content has already been made available.