Terms and Conditions
of Müller & Müller Consulting GbR
Latest update: 20.09.2021
We are pleased and excited that you are interested in our services. To make the process transparent, clear, and quick as well as to ensure the protection of your companies' non-public information and data (see 7.), these terms and conditions apply.
If you have any questions or notes regarding our services or our terms and conditions, please ask or tell us, e.g., via Email (at email@example.com).
1.1. The scope of the terms and conditions
The terms and conditions apply to any contract between Müller & Müller Consulting GbR ("Müller & Müller" or "we", "us") and its clients (or "you") now and in the future except it is explicitly agreed otherwise in a written form. Clients can be companies, entrepreneurs, and freelancers. The terms and conditions apply also when not explicitly included in a separate written contract that we might conclude with a client.
1.2. Deviating regulations
Depending on the needs of your business, we want to reach the best agreement. However, any deviating regulations must be agreed upon before the formation of the contract and must be confirmed from both sides in written form (e.g., via email or in a written agreement), according to paragraph 2.1. The other terms and conditions remain valid.
1.3. Further terms and conditions
Further terms and conditions of each agreement that are not part of these general terms and conditions are up to negotiation. The terms and conditions of the client have no effect on contracts with us (according to 2.).
2.1. Conclusion of contract
An agreement is made after a proposition from one of the parties has been agreed to by the other party with no extraordinary delay. The proposition can be made by both, Müller & Müller and its clients. An agreement can only be made if all essential terms and conditions are agreed on.
A proposition and an agreement can only be made in written form by declaring the will to do so in a written contract, via email, via chat, or by implied silence. An agreement by implied silence is possible by not answering an email about one term of the contract after the basic terms have been agreed on or if a long-term partnership is existing or it is in the apparent interest of the other party. If we make a deal in an oral form, it needs to be confirmed in written form afterward (e.g., by summarising it in an email, in which case the implied agreement by silence is possible).
2.2. Type of contract
The type of contract is a service contract. Our side of the contract is to work on a service (which includes both services and consultancy) as agreed ("assignment") and submit it at the agreed time within an agreed scope and manner (as described in 3.1.). Your side of the contract is to pay the agreed fee (as described in 6.).
2.3. Fair and honest business conduct
Both parties agree on fair and honest business conduct which includes not circumventing the contract nor the other party for the period of 2 years after termination (see 5.).
3.1. Description of the service(s)
The service will be described before the contract in an offer which will be sent as a PDF or in another written form (e.g. described in an Email). If the service is not described according to sentence one, the description on the website is applicable.
3.2. Our obligation
Our obligation is to conduct the service as described (see 3.1.) at the agreed time within an agreed scope and manner. Our service that will be conducted respectively our assignments that will be submitted is depending on the information given by our clients (see 4.).
3.3. Extra work for our client's satisfaction
If the client is not satisfied with our service conduct or our assignment submitted and it can be changed we will work in a reasonable scope extra to make our client happy - esp. when the service conduct is not as described or it could be reasonably expected by our client (at shortcomings). The client must always first ask us to rework the shortcomings before he can pursue other claims.
4. The client must give us all the relevant information for the assignment
The client has to give us all the information - especially about its company, goals, strategy, experience in his or her markets and in Germany, competitive situation, needs, and problems - that is necessary or helpful to conduct the assignment in the interest of the client. The client acknowledges that if he or she does not give us information, that we cannot include or consider the missing information for the conduct of the assignment.
5. Termination of the contract
5.1. After the service has been conducted and submitted
The contract terminates automatically once the service has been conducted and/or the assignment has been submitted as described (see 3.). Afterward, the client must pay the agreed fee (see 6.).
5.2. Cancel right of the client
Müller & Müller gives the client the right to cancel the contract whenever he or she likes without any reason if not agreed otherwise. The client only pays the fee for the service respectively the part of the assignment that has been conducted until the time (hour) at which we received the termination.
6. Prices and payment
6.1. Prices and fees
Prices and fees are set depending on the service(s). It must be agreed on the price before the contract (see 2.1.).
Payments are made via bank transfer, via PayPal transaction, or via another payment method that has been agreed before to the respective account of Müller & Müller. Invoices are sent via email. Payments are due max.14 days after you have received the invoice if not otherwise agreed upon. We might invoice some part of the final price in advance and in the middle of our work, to ensure a partial payment before the assignment is submitted. If we do so, it is binding and we will give you notice in advance.
We hereby assure our clients that we treat any (crucial) data and information, which is not nor has been publicly available strictly confidential. None of these data and information will be given to a third party, and it will only be saved in the office system (including clouds) of Müller & Müller. We also ensure confidentiality for information given to us before a contract has been made. The only exceptions are if the client wants or agrees to do otherwise (e.g. to cooperate with another company within the scope of the assignment) or it would be in the evident interest of our client to do otherwise. If and when we cooperate with your consent with another company we give this company only the information and data that are necessary for the assignment.
8.1. Copyright of our intellectual property
All rights alongside the intellectual property of Müller & Müller and its name are reserved.
8.2. No copyright of our intellectual property of assignments if used for the clients business
No rights are reserved for our texts, translations, images, illustrations, et cetera if it was part of the assignment, and the full amount of all prices and fees has been paid, or the payment is not overdue if the client uses our copyright for his or her own business. The client is not allowed to use our intellectual property to sell it to third parties, except otherwise agreed in a written form.
9. Limitation of liability
Müller & Müller is only liable for damages caused by intent or gross negligence, for culpable injury to the health or life as well as damage due to the violation of a guarantee that is expressly designated as such (except satisfaction guarantees). Regarding minor or simple negligence, Müller & Müller is only liable for breaches of an essential contractual obligation (meaning an obligation which fulfillment enables the purpose of the contract to be achieved and the customer can therefore regularly rely on being fulfilled) - with the limitation of liability only to the extent of the foreseeable, contract-typical damage that was foreseeable at the time of the conclusion of the contract and that Müller & Müller had to anticipate due to the knowledge of the circumstances at that time. For all other cases, liability is explicitly excluded.
9.2. Limitation of liability of assignments
Any service by Müller & Müller is done with appropriate diligence, and the result of the work will be presented in a reasonably understandable way if a (written or oral) presentation is necessary. Nevertheless, Müller & Müller is at no means and no times liable for the execution, outcome, consequences, and accuracy of its services, assignments, or consultancy except Müller & Müller causes damage with intent or gross negligence or is culpable for the injury to the health or life.
9.3. Client's responsibility
We are especially at no means and no times liable for damages that occur that are due to not having full information that the client must have given us according to 4. The client must prove that he provided us early enough with the respective information. The client is responsible for the execution as well as for the adjustment of our assignment to his or her business.
9.4. Notice and notice period
The client must give a notice about possible shortcomings of our obligations according to 3.2. as soon as he or she notices the shortcoming. It is expected that the client can notice the shortcomings when he or she reviews the services for the first time, otherwise no longer than one month after the service has been conducted or the assignment has been submitted except the client could not have noticed the shortcoming. In any case, possible claims expire one year after the described time.
9.5. No legal advice and services
Müller & Müller cannot and will not provide any legal advice nor legal services.
Any hint, message, and communication of any form given by Müller & Müller to its clients within, before, or after an (anticipated) assignment including any form of information of any legal or tax matters are explicitly by no means meant or understood as advice or consulting services. The client acknowledges that he cannot take the communication described above as legal advice or consulting services at no means at no time. If Müller & Müller provides its clients with advice or consulting services from lawyers, law firms, or tax advisors, or any other third party, Müller & Müller acts only as an intermediate and only transmits the information or service given by the third party.
Müller & Müller is at no means and no times liable for any case of communication described in this paragraph. Possible liabilities of Müller & Müller regarding the matter described in this paragraph are explicitly excluded, except it was intent or gross negligence.
10. Applicable law; place of jurisdiction
10.1. Location of registration
Müller & Müller Consulting GbR is registered and located in Berlin, Germany.
10.2. Applicable law
The German law and effective EU regulations are applicable.
10.3. Place of jurisdiction
The place of jurisdiction is Berlin, Germany.
11. Severability clause
If one or more paragraphs are invalid, later will become invalid, or legal gaps occur, the other paragraphs remain valid. If additionally or otherwise necessary or applicable, the applicable law, according to paragraph 10.2., applies. In case of an invalid paragraph, both parties are obliged to replace the invalid paragraph with a paragraph that is closest to the purpose of the invalid one.