General Terms and Conditions

I. Scope

  1. These General Terms and Conditions (hereinafter: "GTC") apply to all contracts between Ms. Zsuzsanna Albrecht, owner of the business Zsuzsanna Albrecht Hospitality Consulting, Am Flehkamp 4a, 40667 Meerbusch, Germany (hereinafter: "ZAHC").
  2. These GTC apply exclusively. Any conflicting or supplementary GTC of the client shall not become part of the contract.
  3. ZAHC reserves the right to change the GTC with effect for the future. ZAHC will only make such changes for valid reasons, e.g., if there are new technical developments, changes in case law or legislation, official decisions, or other equivalent reasons. The changes will be communicated to the client with reasonable notice. ZAHC will inform the client about the associated deadlines and legal consequences in individual cases, as well as any existing possibilities of objection.
  4. If the client does not object to the communicated change within the reasonable period specified in the notification or communication, the changes shall be deemed accepted through continued use of the services. If the client objects in a timely manner, the contractual relationship between the client and ZAHC will continue under the previous conditions; in this case, ZAHC may terminate the contract through ordinary termination.

II. Services of ZAHC

  1. ZAHC provides services as an independent sole proprietor, advising and supporting the client in planning and implementing hotel software systems including the necessary interfaces.
  2. The possibility of concluding an employment contract is deliberately not used in application of the principle of freedom of contract. There is no intention to circumvent protective provisions of labor law and employment legislation. Rather, the contractor claims full freedom of decision and entrepreneurial independence in providing her services to third parties. No personal, economic, or social dependency beyond the scope of this agreement is established.
  3. The client is not granted any right to issue instructions to ZAHC or its employees or agents. The client will refrain from any further integration of the contractor than is required according to Art. 38 Para. 1, Para. 2, Para. 3 S. 3 GDPR in respect of all persons working for ZAHC. ZAHC and its employees are not granted any right to issue instructions to the client's employees or any right to represent the client.
  4. Specifically, ZAHC offers the following services:
    1. Conducting a kickoff workshop to clarify the scope of consulting services;
    2. Support in configuring the software landscape (consulting regarding the selection of software products and price calculations);
    3. Creation of a timeline for implementation;
    4. Instruction of the client regarding the transfer and cleaning of existing data sets;
    5. Support in adapting the selected systems to the specific needs of the client;
    6. Coordination of necessary follow-up with the respective software providers;
    7. Support and monitoring of the commissioning of the new software (GoLive phase);
    8. Follow-up / summary of the project (Post GoLive Review);
    9. Coaching/training for the client's employees.
  5. The services owed by ZAHC are provided with great care and diligence.
  6. ZAHC is not subject to any instructions from the client during the provision of services - apart from the specifications of the individual order - regarding the place, time, type, and manner of service provision. ZAHC provides the service independently and with its own work equipment. If the presence of ZAHC employees is required in the client's business premises, the contracting parties shall coordinate the dates with each other.
  7. ZAHC is entitled to use its own employees or third parties as subcontractors for the provision of services.
  8. ZAHC is entitled to work (also in parallel) for third parties (including competing companies). Prior consent from the client is not required.

III. Client's Cooperation Obligations

  1. The client will support the contractor in providing her contractual services through appropriate cooperation actions, as far as necessary, and in particular provide all necessary information and/or documents in a timely manner.
  2. The client will designate a contact person as a fixed point of reference for all matters concerning the respective contract. The contact person is to be enabled to either make all decisions concerning the contract themselves or to bring them about promptly. In addition, the client will provide those employees whose special knowledge is necessary for the realization of the contractual purpose.
  3. The client will inform ZAHC unsolicited about circumstances that are unknown to ZAHC and relevant for ZAHC's service provision.

IV. Guarantee of Legal Compliance, Indemnification

  1. The client guarantees that all personal data provided to ZAHC or with which ZAHC works in the client's systems have been collected in accordance with applicable data protection law and may be processed for the purposes agreed between ZAHC and the client.
  2. The client shall indemnify ZAHC upon first request against all claims of third parties that may be raised against ZAHC in connection with the exercise of the contractual rights. The client shall immediately notify ZAHC of any impairments of the contractual rights that become known to him. ZAHC is entitled to take appropriate measures itself to defend against claims of third parties or to pursue rights. The client must coordinate any measures of its own with ZAHC in advance. The indemnification also includes the reimbursement of costs incurred or to be incurred by ZAHC through legal prosecution/defense.

V. Termination of Contract

  1. The contractual relationship can only be terminated ordinarily in accordance with the notice periods agreed in the individual order. The right to extraordinary termination for good cause remains unaffected by this.
  2. The termination of the contractual relationship requires at least text form (e.g., email). An oral declaration of termination is not sufficient.

VI. Remuneration, Billing

  1. The amount of the remuneration to be paid as well as the reimbursement of travel expenses and other expenses are based on the respective agreement of the contracting parties in the individual order.
  2. ZAHC invoices the services to be remunerated at the beginning of the following month. The invoice contains proof of the services rendered, stating the service period and explaining the activities performed. Any travel costs or other expenses to be reimbursed are documented by appropriate supporting documents.
  3. Offsetting against counterclaims of the client or the retention of payments due to such claims is only permissible insofar as the counterclaims are acknowledged, undisputed, or legally established.
  4. ZAHC is entitled to provide outstanding services only against advance payment or security if, after conclusion of the contract, ZAHC becomes aware of circumstances that are likely to significantly reduce the creditworthiness of the client and through which the payment of the outstanding claims of ZAHC from the respective contractual relationship with the client (also from other individual orders) is endangered.
  5. Claims against ZAHC may only be assigned to third parties with the consent of ZAHC. The provision of §354a HGB remains unaffected by this.

VII. Transfer of Rights, Reference Naming

  1. Any rights arising during the provision of services, especially usage rights from copyrights such as processing, reproduction, distribution, and sublicensing rights, belong to the client in the relationship between the contracting parties without material, temporal, and spatial restriction. Corresponding rights are transferred from ZAHC to the client upon payment of the agreed remuneration.
  2. Naming the client (name/company/word mark) and the project services provided as a reference for the purpose of self-promotion (especially on ZAHC's website and/or in social networks and/or in advertising materials of ZAHC) is permissible with the client's consent. The use of the client's brand for these purposes will be coordinated between ZAHC and the client on a case-by-case basis.

VIII. Liability

  1. Claims of the client for damages are excluded. Excluded from this are claims for damages by the client arising from injury to life, body, health, or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by ZAHC or ZAHC's agents. Essential contractual obligations are those whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the contractual partner may regularly rely.
  2. In the event of a breach of essential contractual obligations, ZAHC shall only be liable for the foreseeable damage typical for the contract if this was caused by simple negligence, unless it involves claims for damages by the client arising from injury to life, body, or health.
  3. Any liability of ZAHC under the Product Liability Act and under other mandatory statutory liability regulations remains unaffected by the above limitations of liability and exclusions.
  4. The above exclusions and limitations of liability apply to the same extent in favor of the legal representatives, employees, and other agents of ZAHC.

IX. Place of Jurisdiction, Choice of Law

  1. If the client is a merchant, a legal entity under public law, or a special fund under public law or has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all possible disputes arising from the business relationship between ZAHC and the client shall be, at ZAHC's choice, the registered office of the business Zsuzsanna Albrecht Hospitality Consulting. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this regulation.
  2. The law of the Federal Republic of Germany shall apply exclusively, excluding international uniform law.

X. Final Provisions

  1. Changes or additions to these terms and conditions must be made in writing.
  2. The law of the Federal Republic of Germany applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
  3. Should individual provisions of these terms and conditions be invalid, this shall not affect the validity of the other provisions. The invalid provision shall be replaced by mutual agreement between the contracting parties with a legally effective provision that comes closest to the economic meaning and purpose of the invalid provision. The above regulation applies accordingly to regulatory gaps.