General terms and conditions of business
1.1. The following conditions apply to contracts under which M2S provides services to the customer. These provisions take precedence over all other provisions (including those that the customer claims apply to all contracts).
Amendments or other provisions are only effective if signed in writing by an M2S manager.
1.2. These provisions apply to all contracts concluded by M2S.
1.3. Failure by M2S to enforce any of these provisions is not a waiver of principle and M2S may exercise this right at any time.
2.1. These terms and conditions use terms that we define as follows:
2.2. M2S refers to the “customer”, i.e. the company or corporation, as the person to whom it provides services in the course of the business relationship.
2.3. “Price” has the meaning set out in clause 5.
2.4. The abbreviation “M2S” refers to M2S Move to Success Services GmbH & Co. KG (registered under HRA No. …
2.5. By M2S employee we mean an employee of M2S, an agent or subcontractor of M2S.
2.6. With “services” we refer to services provided by M2S for a customer and described and agreed in an order confirmation.
3. Use of Terms
3.1. Any Orders placed by Customer shall be deemed consent to provide M2S Services under these Terms.
3.2. Orders placed are only considered accepted if M2S has confirmed them in writing.
3.3. Offers made by M2S are only valid for 30 days from the date of issue, unless the offer states otherwise in writing or M2S withdraws the offer.
3.4. Our current prices and regulations on travel costs, accommodation costs, expenses and break times are recognized by M2S. Individual agreements between M2S and the customer are either concluded in individual contracts or in the order confirmation.
4. Customer Obligations
4.1. The customer undertakes to provide all documents and information required for the performance of the contractually agreed services in good time and in full. Furthermore, the customer undertakes to provide the employees of M2S and any subcontractors or vicarious agents of M2S who are involved in the provision of the contractual services with sufficient access to his premises and systems, if this is necessary.
4.2. If necessary, the customer is obliged to provide a room for safe storage of documents, work equipment or data carriers.
4.3. The customer must ensure the occupational safety of the M2S employees who work on the customer’s premises. Furthermore, the customer undertakes to maintain all necessary maintenance and care work on the work equipment required to provide the service in an appropriate condition.
4.4. The client must provide M2S with a competent contact person on site who will provide our employees with precise and detailed instructions. Should difficulties arise at the place of work or changes to the content of the order become necessary, the main office must be informed immediately.
4.5. Unless the customer reports within one week that the number of hours written on the reports sent to him are incorrect, he agrees to this and further confirms that he was satisfied with the service provided.
5. Recruitment Prohibition
5.1. During the period in which a service is provided and six months after the termination of the contract, the customer is only permitted with the written permission of M2S to hire a technical or administrative employee who was materially employed by M2S in the 12 months immediately prior to the enlistment, Recruit, employ or use the services of that person or ask a person (instead of hiring M2S himself) to perform services similar to those performed for M2S in the last 12 months.
5.2. The above provisions do not apply to persons who respond to a general job advertisement from the new employer (if there has been no prior contact between employees and customers).
5.3. If the customer violates 5.1, the customer pays damages to M2S for disrupting the smooth running of business, i.H.v. 15% of the total salary the former employee is currently earning. It does not matter whether the employment or assignment lasts a year or less.
5.4. The customer acknowledges that the provisions of clauses 5.1 and 5.3 are fair and reasonable. In this way, the business of M2S is to be protected from competition by a collaborator to be protected and clause 5.3 is intended as a mere estimate of the loss M2S will incur as a result of the breach of clause 5.3.
6. Terms of Payment
6.1. All prices are net plus the legally applicable sales tax.
6.2. For the services, the customer pays either the price listed in the order confirmation or the current standard price (including any additional costs, see 3.4).
6.3. Unless there is an individual agreement, M2S is entitled to make partial invoices and to demand advance payments. The term of payment is 14 days from the invoice date, unless the respective invoice specifies a different due date.
6.4. Deductions such as rebates, counterclaims, set-offs or other deductions will only be recognized after prior agreement, unless Customer has a valid court order stating that M2S must pay Customer an amount equal to the amount deducted.
6.5. Irrespective of other claims or legal remedies, M2S reserves the right to temporarily suspend any further provision of services or to charge default interest in the event of deterioration in creditworthiness or if the due date is exceeded (§ 288 BGB).
7.1. M2S warrants reasonable skill and care to provide the requested services in a workmanlike manner.
7.2. Except for the limited warranty above, all other terms, conditions, warranties, representations and warranties (express or implied) are excluded to the fullest extent permitted by law.
7.3. M2S shall not be responsible for, and disclaims any liability for, any liability, loss, expense, cost, damage, suit or claim of Customer arising out of products manufactured or supplied by third parties, or processes developed by third parties.
7.4. Customer shall indemnify M2S against all liabilities, losses, expenses, costs, damages, suits, demands and claims caused to M2S by Customer’s (including by Customer’s customers affecting the Services) acts or omissions with respect to these Terms arise in any way.
7.5. M2S shall not be liable to the Customer through the provision of the Services, representations, statutory warranties, conditions, other terms or obligations arising out of any statutory or contractual clauses of these Terms of Contract. This applies in particular to the loss of data, loss of profits, lost business, indirect or causal losses or damages, costs, expenses or other claims for causal damages of any kind arising from or in connection with these provisions.
7.6. In no event shall M2S’s liability exceed the amount that the Customer is owed at that time. Exceptions are justified only in the case of fraudulent misrepresentation or death or other injury caused by the negligence of M2S.
7.7. M2S hereby wishes to make it clear that nothing in this Agreement is an attempt to exclude or limit liability in the event of death or other injury caused by M2S.
7.8. The customer is responsible for ensuring that the lawful fulfillment of the contract by M2S excludes the violation of the rights of third parties. If claims by a third party against M2S arise, the customer is obliged to exempt M2S from these claims. The obligation to indemnify also relates to all expenses that have arisen as a result.
8. Contract Law
8.1. Unless otherwise agreed in writing, all contracts are subject to German law and are created according to this law. The contracting parties submit to the exclusive jurisdiction of German courts. However, M2S can enforce a contract in any court with competent jurisdiction.
9. Terminations of Contracts
9.1. Unless otherwise agreed in writing, M2S can terminate a contractual relationship with the other party by giving written notice with seven days’ notice.
9.2. If, for any reason, the customer wishes to terminate a contractual relationship, he shall immediately pay all outstanding invoices and the amount he would have owed to M2S for the remainder of the period if M2S had been able to provide the services in full. It does not matter whether the amount has been invoiced or not.
9.3. M2S reserves the right to discontinue its services in whole or in part immediately after prior written notification and to terminate a contractual relationship if the customer breaches an essential clause of these contractual provisions and this breach does not occur within 30 days after receipt of a written notification that the contractual provisions
explained the injury and asked to make amends, makes amends; or if M2S fails to pay amounts owed in a timely manner.
9.4. If M2S is informed that a customer sells all or a substantial part of its assets; goes out of business; convene a meeting to consider a voluntary liquidation (except in the case of a merger or corporate reorganization); receives a liquidation application, seeks another creditor settlement, if the customer is faced with other proceedings due to debt or the customer takes other measures due to debt, or if M2S has reasonable grounds to fear that one of the above cases or a similar case will shortly occur with the customer will occur.
9.5. Upon termination of the Agreement, without prejudice to any other claim or remedy M2S may be entitled to, all outstanding payments to M2S will become immediately due and payable.
10. Final Provision
10.1. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part by any competent authority, the other provisions of this Agreement and the remainder of the affected provisions shall not be affected.
10.2. The assignment of rights and obligations under this contract to M2S is not permitted in whole or in part without prior written consent.
10.3. The parties enter into the contractual relationships as independent contracting parties and it applies in particular that M2S is not an employee, agent or partner of the customer.
10.4. M2S shall not be liable to the Customer and M2S shall not be considered a breach of contract if M2S is late in performing or fails to perform any of its obligations under the Contract where this is caused by events beyond M2S control including but not limited to (natural disasters, acts of God, War, sabotage, malicious damage, riot, civil commotion or requisition, government or other governmental action, strike or other industrial action or labor dispute (whether or not involving employees of M2S or a third party); difficulty or delay in obtaining manpower or supplies, traffic delays, power, machine or equipment failures or other emergencies which impede or delay the process, and other acts or omissions of M2S subcontractors.If M2S believes for any of the above reasons, the service in whole or in part If it cannot be provided, M2S will inform the customer immediately.
10.5. Customer represents that it will use the Services in reliance on any statement or assertion made by M2S or others only if such statement forms part of these Terms of Agreement. The customer irrevocably and unreservedly waives all claims for damages to which he may be entitled as well as his right to void these contract terms due to a false statement not specified in these contract terms at the conclusion of the contract (except in the case of fraudulent misrepresentation).
10.6. The registered office of M2S Services GmbH & Co. KG is agreed as the place of jurisdiction and place of performance for all legal disputes and claims, such contracts, which these General Terms and Conditions are based on. German law applies. Should one or more of the conditions written here be or become invalid, the validity of all other conditions will not be affected. The relevant statutory provisions shall apply in place of the ineffective provisions.