Terms & Conditions
Section §1 Scope and Binding Period
(1) These General Terms and Conditions apply to business relationships between Rhino Management Consulting GmbH (hereinafter “Rhino Management Consulting) and its respective customers, provided that they are entrepreneurs (§ 14 BGB), legal entities under public law, or a public-law special fund within the meaning of § 310 (1) sentence 1 BGB.
(2) In general, only the contracting Rhino Management Consulting company is subject to the obligations arising from the business relationships.
(3) These General Terms and Conditions apply to all additional orders the customer may place with Rhino Management Consulting, whether simultaneously or in the future, without the need for a specific or explicit agreement or notice. The customer’s general terms and conditions shall not become part of the contract, even if they are attached to requests for proposals, orders, order confirmations, acceptance declarations, or similar documents, and no objection is raised against them.
Section §2 Services by Rhino Management Consulting
(1) Rhino Management Consulting provides its services in accordance with the contractual terms and in a professional and competent manner. Technical or other standards must only be adhered to if they are expressly mentioned in the proposal documents and are applicable as of the date of the proposal.
(2) Rhino Management Consulting assigns carefully selected employees with the necessary qualifications to provide the services.
(3) Rhino Management Consulting is prohibited from providing legal advice, including advice on legal matters, and assistance in tax matters due to the laws on legal and tax consultancy. These tasks are not part of Rhino Management Consulting’s scope of services. Similarly, advising on the American Sarbanes-Oxley Act and similar regulations is not covered. The customer is responsible for determining the legal and tax requirements related to the subject matter of the contract and will promptly inform Rhino Management Consulting of the requirements relevant to the service provision.
(4) Rhino Management Consulting is entitled to engage third parties as agents for performance.
(5) Changes to the assumptions and recommendations underlying the conclusions and recommendations after the contract has ended do not obligate Rhino Management Consulting to inform the customer about these changes or the resulting consequences.
Section §3 Customer’s Obligations
(1) The customer acknowledges that fulfilling its duty to cooperate is a fundamental prerequisite for the provision of services by Rhino Management Consulting and constitutes a contractual obligation. The customer is obliged to provide Rhino Management Consulting with the premises, technical environments, system access, contact persons, and documents necessary for the provision of services, at no cost to Rhino Management Consulting. Furthermore, the customer must make decisions regarding project execution and project content promptly and inform Rhino Management Consulting, as well as promptly review any proposed changes by Rhino Management Consulting.
(2) The customer must inform Rhino Management Consulting proactively of industry-specific or company-specific requirements and procedures that are relevant to the provision of services. The customer must provide all technical and other documents and information necessary for the successful execution of the project in a timely manner. The customer is also obligated to obtain any necessary regulatory approvals for the project in a timely manner.
(3) If the customer fails to fulfill a duty or obligation properly and it affects Rhino Management Consulting’s service provision, agreed completion deadlines will be extended by the delay plus a reasonable period for resuming work. Rhino Management Consulting is entitled to charge the additional costs incurred as a result of this, especially for the extended provision of personnel or resources, at the agreed rates. Furthermore, Rhino Management Consulting is entitled to compensation for any damages caused if the customer is at fault for the failure to cooperate.
Section §4 Changes to the Services to Be Provided (Change Requests)
(1) Each party can propose changes to the content and scope of the agreed-upon services at any time (hereinafter referred to as “Change Request”). Change Requests must be submitted in writing to the other party.
(2) The examination of a Change Request requested by the customer is to be compensated by the customer based on the agreed rates, even if Rhino Management Consulting is not subsequently commissioned to implement the Change Request.
(3) Rhino Management Consulting will not refuse the implementation of a Change Request without substantial reason. Substantial reasons include, for example, if Rhino Management Consulting believes that the success of the service provision would be jeopardized as a result of the implementation, or if the desired change falls outside Rhino Management Consulting’s scope of services, or if the resources required to implement the Change Request are not available to Rhino Management Consulting. The customer may reject Change Requests from Rhino Management Consulting without providing reasons. If the customer rejects Change Requests against Rhino Management Consulting’s recommendation, the customer assumes responsibility for the consequences of the rejection. This does not affect the contractually agreed-upon obligations of Rhino Management Consulting.
(4) Contractual changes become effective only upon the signing of a written agreement that includes the changes associated with the implementation of the Change Request (especially regarding the scope and content of the services, scheduling, compensation). Until the written agreement for the changes is signed, Rhino Management Consulting will continue work based on the existing contract.
Section §5 Prices and Payment Terms
(1) Unless otherwise agreed, the services provided by Rhino Management Consulting are invoiced monthly based on actual expenses.
(2) If the compensation is based on “man-days,” “person-days,” or similar units, each such “day” corresponds to 8 hours. Billing is based on actual hours worked, up to the maximum allowable daily working hours as per legal requirements.
(3) If Rhino Management Consulting incurs additional expenses due to gaps or ambiguities in the documents provided by the customer, and the customer is responsible for this, Rhino Management Consulting is entitled to invoice this additional expense at the agreed rates. This also applies to additional expenses resulting from inconsistent or erroneous information provided by the customer.
(4) Unless otherwise agreed, travel expenses, expenses, and other incidental costs, as well as expenses incurred for the provision of the contractually owed service by Rhino Management Consulting, will be invoiced in addition to and based on actual expenses.
(5) All prices are net and in EURO, plus the applicable statutory value-added tax at the time of service provision, without deductions, unless otherwise agreed.
(6) Invoices are due for payment within 14 days of receipt of the invoice. In case of doubt, invoices are deemed received three working days after the invoice date.
Section §6 Copyright and Usage Rights
(1) The customer is granted the right to use the service results (hereinafter “Work Results”) created by Rhino Management Consulting for internal corporate purposes without time limit. This right is granted by Rhino Management Consulting subject to full payment. The customer is entitled to assign the right to affiliated companies in the sense of § 15 AktG at the time of conclusion of the contract or to grant them a simple usage right to the Work Results.
(2) Until full payment, the customer has the right to test the Work Results to the extent agreed upon.
(3) Paragraph (1) does not apply to standard products that are part of the Work Results. Standard products are separable products or solutions of Rhino Management Consulting or third parties that are subject to separate licensing terms. The customer’s rights to these standard products are determined exclusively by their licensing terms.
(4) The rights granted in paragraph (1) do not apply to pre-existing materials or solutions of Rhino Management Consulting, including changes and additions made to them. All rights to Rhino Management Consulting Assets remain with Rhino Management Consulting. The customer’s usage rights to the Rhino Management Consulting Assets incorporated into the Work Results are determined by the purpose of the contract agreed upon by both parties. Isolated use of a Rhino Management Consulting Asset is excluded.
(5) Rhino Management Consulting is authorized, while observing its obligations of confidentiality, to use the Work Results, including the know-how acquired during the project’s execution, especially the underlying concepts, methods, procedures, and interim results, without restrictions.
(6) The customer grants Rhino Management Consulting the simple right to use its intellectual property for free, to the extent required for Rhino Management Consulting to perform its services.
Section §7 Customer’s Rights in Case of Legal Defects
(1) Rhino Management Consulting warrants that the provided Work Results, when used in accordance with the contract by the customer, do not infringe upon third-party rights. This warranty presupposes that the customer immediately informs Rhino Management Consulting in writing of any third-party claims made against the customer regarding these rights and entrusts Rhino Management Consulting with the defense and settlement negotiations. The customer will assist Rhino Management Consulting, free of charge and to a reasonable extent, especially by providing necessary information, in this regard. Any commercial duty to give notice remains unaffected.
(2) If a third party’s right impairs the contractual use of a Work Result by the customer, Rhino Management Consulting may, at its own discretion, either modify the Work Result so that the third party’s right is no longer infringed, or provide the customer with the necessary authorization to use the Work Result. Self-performance by the customer or third parties is excluded.
(3) The customer may only assert claims for damages in accordance with Section 9.
(4) Claims by the customer for legal defects do not exist if the Work Results have been modified by the customer or third parties, unless the customer can prove that the infringement of rights was not caused by the modifications made by the customer or third parties. Claims by the customer also do not exist in cases of legal infringements resulting from the combination of the Work Results of Rhino Management Consulting with services or products of third parties that are not subcontractors of Rhino Management Consulting in this regard.
Section §8 Customer’s Rights in Case of Material Defects
In principle, Rhino Management Consulting provides services in the form of a service contract in accordance with §§ 611 ff. BGB. If, in exceptional cases, Rhino Management Consulting enters into a contract for work and services with the customer in accordance with §§ 631 ff. BGB, the following applies to material defects:
(1) In the event of defects in Rhino Management Consulting’s services, the customer is entitled to subsequent performance by the respective Rhino Management Consulting partner, unless damages have already occurred that are not amenable to correction. In this regard, the respective Rhino Management Consulting partner is liable for damages in accordance with the provisions of Section 9. If rectification within a reasonable period does not lead to success, the customer is entitled to the statutory rights within the framework of the provisions of Section 9.
(2) The claim for rectification of defects must be asserted by the customer in writing without delay.
(3) Obvious inaccuracies, such as typographical errors, calculation errors, and formal defects, contained in a statement (report, expert opinion, etc.) by Rhino Management Consulting can be corrected at any time by the respective Rhino Management Consulting partner, even to third parties.
Section §9 Liability
Rhino Management Consulting is liable without limitation under the Product Liability Act, in cases of the explicit assumption of a guarantee or procurement risk, as well as for willful or grossly negligent breaches of duty. Rhino Management Consulting is also liable without limitation for willful or negligent violations of life, body, or health. For damages caused by slight negligence to property and financial assets, Rhino Management Consulting is only liable in the event of a breach of essential contractual obligations, the fulfillment of which enables the proper execution of the contract and on which the customer may regularly rely (“essential contractual obligations”), but limited to the foreseeable, typical damage at the time of contract conclusion.
Section §10 Limitation
(1) All claims by the customer against Rhino Management Consulting expire – unless otherwise provided in these General Terms and Conditions – within one year from the start of the statutory limitation period. This does not apply to limitation periods under the Product Liability Act. Section 634a (3) BGB remains unaffected. The statutory limitation periods apply to claims for damages under Section 9.
Section §11 Confidentiality and Data Protection
(1) The parties shall keep confidential all confidential information of the other party that becomes known to them in the course of their cooperation, i.e., protect it from being accessed by unauthorized persons, with the care of an ordinary merchant, and not disclose it to unauthorized persons. Persons contractually bound to secrecy, such as subcontractors used in accordance with the contract, employees of the Rhino Management Consulting group of companies, and consultants subject to professional confidentiality, are not considered unauthorized under this provision. The parties undertake to involve only those employees or third parties in the cooperation who have previously been obligated to secrecy to a comparable extent.
(2) All information of a party – regardless of its form – that is designated as confidential in writing or whose confidentiality arises clearly from its nature, in particular business and trade secrets, is considered confidential.
(3) Information that the receiving party can prove (i) was publicly accessible or known, (ii) was already in the possession of the party without an obligation to maintain confidentiality, (iii) was developed independently and without the use of confidential information by another party, or (iv) was lawfully acquired from a third party not subject to confidentiality, is not considered confidential.
(4) Rhino Management Consulting is entitled to collect, store, and process the customer’s personal data within the scope of the purposes of the orders placed, while observing the applicable data protection regulations. This includes, in particular, the right, taking into account suitable and necessary data protection and data security measures, to mechanically collect personal data within the scope of the purposes of the orders placed, to process it in an automated file, or to transfer it to a service data processing center for further order data processing. This also applies to personal data of the customer’s employees. With the assignment of Rhino Management Consulting, the customer grants permission to disclose facts subject to the duty of confidentiality to third parties, provided this is necessary for the proper execution of the order.
(5) Rhino Management Consulting is entitled to keep a copy of the Work Results and project documents for purely internal purposes, even if they contain confidential information.
(6) The obligations of confidentiality continue for a period of four years after the respective contractual relationships have ended.
Section §12 Termination of Service Contracts
Service contracts can be terminated by both parties at any time with a notice period of two weeks in writing to the end of the month, unless otherwise agreed. The rights under § 626 BGB remain unaffected.
Section §13 Choice of Law, Jurisdiction
(1) The legal relationship between the parties is subject exclusively to the law of the Federal Republic of Germany, excluding any conflict of laws provisions of international private law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(2) The exclusive place of jurisdiction for all disputes arising directly or indirectly from a business relationship is Bad Homburg v.d.H., Germany. Rhino Management Consulting is also entitled to sue at the customer’s general place of jurisdiction.
Section §14 General Provisions
(1) Amendments, changes, or collateral agreements to these General Terms and Conditions or other contract components require written form to be effective. This also applies to the waiver of this written form requirement.
(2) If individual provisions of these General Terms and Conditions or other contract components are or become invalid or unenforceable, they shall be replaced by provisions agreed upon by the parties that come as close as possible to what was intended with the invalid or unenforceable provisions. The same applies if the agreements have unintended gaps.
(3) The assignment of rights or obligations of the customer from the contract, in particular assignments and pledges, to third parties is excluded without the prior written consent of Rhino Management Consulting.
(4) The customer is only entitled to set-off with an undisputed or legally established counterclaim.
As of December 2023.