General Terms and Conditions 

An important note beforehand: Your satisfaction is very important to us. Should you have any reason to complain about our services, for whatever reason, please contact us. We will find a solution together! 

1. Application 

1.1 These General Terms and Conditions apply to all offers by Johner Institut GmbH, Reichenaustraße 39a, 78467 Konstanz ("Johner Institute") concerning general consulting services. By accepting the offer, the contracting party ("Customer") agrees to these General Terms and Conditions. These General Terms and Conditions apply regardless of whether the customer is an entrepreneur (§ 14 BGB), a consumer (§ 13 BGB), or a legal entity under private or public law. 

1.2 Deviating conditions of the customer do not apply. This also applies if the Johner Institute does not expressly object to the inclusion. 

2. Conclusion of the Contract, Nature and Scope of Services 

2.1 The services of the Johner Institute are determined by the nature and scope as defined in the offer and the mentioned service components therein. These general terms and conditions are also part of the contract. 

2.2 Offers from the Johner Institute are non-binding. 

2.3 The Johner Institute is free to continue existing orders and accept new orders from third clients, even if they are competitors of the customer. 

2.4 The issuance of the order must be in written or text form. 

2.5 Changes to the scope of services will be mutually agreed upon between the parties. 

2.6 The Johner Institute will safeguard the interests of the client to the best of its ability. 

2.7 The Johner Institute is entitled to involve employees, expert third parties, and data processing companies to execute the contract, who are professionally or contractually committed to confidentiality with the Johner Institute. 

2.8 The Johner Institute acts as an independent service provider concerning the client within the meaning of § 611 para. 1 BGB. The provisions of §§ 611 ff. BGB apply even if the services contain elements of other contract types. The non-binding provisions of the BGB take precedence— in this order— over individual agreements, individual orders, and these General Terms and Conditions. Adjustable BGB provisions apply only if no final regulations are set in the aforementioned agreements and these contractual terms. It is clarified that no success is owed when providing consulting and support services. Johner Institute does not guarantee successful certification. 

3. Duties of Cooperation 

3.1 The customer will provide all necessary data for the performance of the Johner Institute's services in confidence for a trustworthy collaboration. 

3.2 Specifically, the customer commits to: (a) Provide requested documents completely and as early as possible; (b) Undertake tasks assigned to them per the project plan and agreement; (c) Review the work results of the Johner Institute immediately and report any defects promptly; (d) Inform the Johner Institute immediately about delays if a deadline cannot be met; (e) Name a project manager authorized to make decisions and other possible contacts and notify the Johner Institute of any changes in this person; (f) Respond to emails from the Johner Institute within a reasonable period, usually not more than one working day. 

4. Remuneration, Set-Off 

4.1 The remuneration for the Johner Institute's consulting services is determined by the conditions stated in the offer. 

4.2 Travel and accommodation costs will be reimbursed to the Johner Institute to the following extent: (a) Travel and transportation costs: Reimbursement is typically limited to costs for first-class train rides, trips with a private car (mileage allowance 0.50 EUR per km), taxi rides of up to 50.00 EUR, and economy-class flights within Germany at the cheapest fare; (b) Accommodation: Flat rate of 150.00 EUR per night; (c) Deviations from the aforementioned accommodation costs might be necessary due to external factors, necessitating prior written coordination with the customer; (d) Travel time: Travel time is billed at one-third of the actual travel time, provided compensation is calculated by the hourly rate. 

4.3 Should the Johner Institute be unable to perform the agreed services due to the customer violating their cooperation duties, it can demand a cancellation fee of up to 75% of the agreed remuneration, considering saved expenses. 

4.4 The Johner Institute will invoice the customer monthly for its services unless otherwise agreed. 

4.5 Invoices are to be paid within fourteen (14) days without deductions unless otherwise agreed. In case of delay, the Johner Institute is entitled to charge interest on arrears according to § 288 para. 2 BGB. The Johner Institute reserves the right to claim higher damages caused by delay. 

4.6 The customer can only offset claims against the Johner Institute’s remuneration with legally established or undisputed claims. 

5. Liability 

5.1 The Johner Institute is liable to the customer in all cases of contractual and non-contractual liability for damages or compensation for futile expenses caused by intent and gross negligence in accordance with statutory provisions. 

5.2 In other cases, the Johner Institute is liable only for the breach of a contractual obligation whose fulfillment enables the proper implementation of the contract in the first place and upon whose compliance the customer regularly relies (so-called cardinal obligation), limited to the foreseeable and typical damage. In all other cases, the Johner Institute's liability is excluded, subject to the provision in 5.3. 

5.3 Liability for damages resulting from injury to life, body, or health and under the Product Liability Act remains unaffected by the above limitations and exclusions of liability. 

6. Termination and Legal Consequences 

6.1 The Johner Institute will commence its consulting activities on the date agreed upon in the contract. 

6.2 The contract can be terminated without specifying reasons with a notice period of three months to the end of a calendar month. 

6.3 Each party has the right to extraordinary termination for a substantial reason. A substantial reason exists, in particular, for the client if the customer is in default of payment for more than two months or repeatedly refuses their cooperation obligation even after prior warning. 

6.4 Termination must be in writing. 

6.5 Termination by one party does not affect the rights and obligations of the parties that have arisen before the legal effectiveness of the termination of the agreement. 

6.6 Upon customer termination, the agreed remuneration becomes (proportionately) due according to the following table: 

7. Confidentiality, Handling and Return of Items/Work Results 

7.1 The Johner Institute and the customer undertake to keep confidential the business and trade secrets and confidential information of the respective other party that have become known. The obligation to maintain confidentiality continues even beyond the duration of the contracts concluded between the parties. Both parties will ensure that this obligation is also adhered to by their employees. 

7.2 The Johner Institute must carefully store all items, especially documents, tables, elaborations, hardware and software, and copies obtained within the framework of its contractual activities as entrusted foreign property, protect them from any unauthorized access or usage, return them upon request at any time and also unsolicited upon termination of the contract to the client unless there is a statutory retention obligation. This excludes a copy that may remain for documentation purposes with the Johner Institute. Clauses 1-3 apply accordingly to objects/work results created by the Johner Institute. 

8. Data Protection 

8.1 The customer ensures that their existing data processing systems, processes, and data stocks comply with the EU General Data Protection Regulation (GDPR), the Federal Data Protection Act, and the respective state data protection laws. This applies particularly to the processing within the meaning of Art. 4 No. 2 GDPR of data and data stocks. Moreover, an appropriate data backup system must be maintained by the customer before and during the cooperation according to the legal provisions of Art. 32 GDPR. 

8.2 The Johner Institute ensures that it does not undertake any actions that violate existing data protection regulations in fulfilling the contract. It undertakes, in particular, to handle passwords and other login data carefully, which are disclosed to it for fulfilling the order. In individual cases, the Johner Institute will coordinate with the person responsible for data security appointed by the client (Data Protection Officer). 

8.3 The Johner Institute obliges its vicarious agents deployed in a project for the client likewise to careful handling of passwords and other login data and to maintain data secrecy according to § 53 BDSG. 

8.4 The Johner Institute and the customer undertake to conclude a contract processing agreement following Art. 28 GDPR, to the extent legally required for the execution of the contracts concluded based on these General Terms and Conditions. Contract processing is particularly required when the Johner Institute processes personal data for which the customer is responsible within the meaning of Art. 4 No. 7 GDPR in the performance of the contract. 

9. Artificial Intelligence 

9.1 In certain areas of our products, we use artificial intelligence (AI) to enable various functionalities and optimize our services. We will provide separate information regarding the use of AI models in the respective products. The AI models are trained based on a variety of data and can recognize patterns and respond to them to deliver high-quality services. 

9.2 Our customers' data are not used for training the AI models. No transfer of personal data to the AI models takes place without the express consent of the customer. 

9.4 Despite careful development and implementation, AI models may make errors. The Johner Institute assumes no liability for decisions made by the customer based on the information provided by the AI. It is the customer's responsibility to evaluate the context and reliability of the information provided by the AI. 

10. Intellectual Property 

10.1 The content provided by the Johner Institute may be protected by copyright. All rights resulting therefrom, particularly the rights of use under §§ 15 to 27 UrhG, are reserved to the Johner Institute or the authors and licensees unless otherwise agreed. 

10.2 The customer acquires no ownership or usage rights to the provided non-personalized content, such as templates, unless otherwise agreed. 

11. Adjustment of the General Terms and Conditions 

11.1 An adjustment of these conditions can take place if: (a) required by applicable law; (b) extending the range of services of the Johner Institute; (c) providing beneficial changes to the customer. 

11.2 The Johner Institute will inform the customer about any change to these General Terms and Conditions prior to their effectiveness. The information about the change will occur in an email or other suitable form. The customer will have the opportunity to terminate the contracts concluded on the basis of these General Terms and Conditions at least 14 days before the amendment's effect. The possibility to continue the concluded contracts under the conditions of the General Terms and Conditions valid at the time of conclusion of the contract remains unaffected. 

12. Final Provisions 

12.1 For legal disputes arising from or in connection with this contract, only German law applies, excluding the provisions of private international law and the UN Sales Convention. 

12.2 For merchants or persons without a permanent residence in Germany, the exclusive place of jurisdiction for legal disputes arising from or in connection with this contract is Konstanz. 

12.3 Oral side agreements do not exist. Supplementary or deviating agreements require the written form to become effective. The requirement for written form can only be waived by written agreement. Individual agreements within the meaning of § 305b BGB remain unaffected by formal requirements if these formal requirements are not mandatory. 

12.4 Should any provision of this contract be or become invalid, contain an inadmissible deadline or a gap, the legal validity of the remaining provisions remains unaffected. As long as the invalidity is not due to a violation of §§ 305 ff. BGB, a valid provision coming closest to the intended economic objective shall be deemed agreed in place of the invalid provision. The same applies to a gap. In the case of an inadmissible deadline, the legally permissible amount shall apply. 

12.5 The transfer of rights and obligations under the contract to third parties requires the prior written consent of the other party. Consent may only be refused for an important reason.