Terms and Conditions
Scope of the General Terms and Conditions
The following General Terms and Conditions shall apply to all current and future consulting service contracts, except for services between the Client and Civic Ademy Services. Exceptions to these General Terms and Conditions particularly any terms and conditions stipulated by the Client shall only apply if they have been expressly agreed to and confirmed in writing by Civic Ademy. All consulting service contracts and other agreements are binding only if confirmed by both parties in writing and duly signed. They are mutually binding only to the extent set forth in the written contractual agreement.
Scope and realization of the service contract
The scope of services shall be determined in accordance with the written contract, any addendums, and the applicable contract specifications. Any changes to the scope of consulting services require a written agreement between the Client and Civic Ademy. Dates of service completion are provided only as approximations and shall not be binding unless expressly confirmed in writing. Civic Ademy reserves the right to select the employees assigned to the respective project. It also reserves the right to decide whether services will be provided at the Client’s site or at another location. While employees of Civic Ademy may perform services at the Client’s site, the overall management and direction of such services shall remain the sole responsibility of Civic Ademy. Civic Ademy may engage external service providers for the performance of services unless such engagement is expressly prohibited by the service contract. If increased costs are incurred due to the Client’s failure to fulfill its duty of cooperation in a timely manner, the Client shall reimburse Montanez Legal Group for all resulting incremental costs. Where performance timelines have been agreed, such timelines shall be extended by the additional time reasonably required to resume performance after the removal of the obstruction.
Intellectual Property and Copyrights
Civic Ademy retains copyright and all intangible property rights with respect of Civic Ademy software used in the performance of services. Montanez Legal Group also retains copyright to other software and intangibles developed within the scope of services provided by Civic Ademy, unless otherwise documented.
Limitation of liability
At client sites where Civic Ademy has a significant presence, Client shall maintain general liability insurance coverage which includes Civic Ademy as an additional insured, and shall furnish to Civic Ademy a Certificate of Insurance from its insurance carrier(s) certifying that insurance coverage is in effect and will not be canceled or materially changed without Civic Ademy's written consent. Civic Ademy will endeavor to ensure that all transactions are reviewed per the requirements and specifications of Client. Client is responsible for the accuracy and timeliness of all data and is liable for all taxes, interest, penalties and other fees as may be assessed by the government for non compliance, omissions, errors and audits. Civic Ademy disclaims any and all express or implied warranties in connection with its services. Civic Ademy shall not be liable for any direct, indirect, punitive, special, incidental, or consequential damages (including, but not limited to damages for lost revenue, lost profits, business interruption, lost information or data, computer interruption and the like) or the cost of procurement of substitute goods or services arising from or related to the use of Civic Ademy’s services.
Confidentiality and data protection
All techniques, designs, drawings, processes, inventions, equipment, proposals, specifications, and such information concerning the products, services or equipment disclosed by either Civic Ademy or Client shall be held confidential and shall not be disclosed by either party without prior written consent except as otherwise required for performance of the services.
Fees and payment
The fee and expense reimbursement shall be agreed upon by the Client and Civic Ademy per service contract. Payment terms are net 30 days unless otherwise agreed upon in service contract. If implementation of the contract is prevented by the client after the contract has been signed (for ex. due to cancellation), the business consultant is nonetheless entitled to payment for the stipulated scope of consultation services. If the execution of the contract does not occur due to circumstances which are substantially caused by Civic Ademy, then Civic Ademy shall only be entitled to receive the part of the fee which corresponds to those services already performed. This particularly applies if, despite cancellation, Civic Ademyn‘s services up to that point are usable by the client. Apart from apparent deficiencies, any complaint about All Civic Ademyyn‘s services does not justify the retention of fees owed to A Civic Ademy.