These T&C apply exclusively in the B2B sector. Contracting parties are solely entrepreneurs. These T&C do not apply to consumers.
These T&C apply to all contracts between SCHMITT CONSULTING S.A.R.L. (hereinafter 'the contractor') and commercial clients. Conflicting conditions of the client are not recognised unless expressly agreed in writing.
Offers are non-binding. A contract is formed only upon written order confirmation or commencement of service delivery. Verbal side agreements require written confirmation.
Services are provided as an hourly budget or fixed-price contract. Unused hours are carried forward to the following month. Staff leasing is expressly not covered by these T&C.
Invoices are payable within 14 days net. In case of late payment, interest of 9 percentage points above the base rate applies. Travel expenses are invoiced separately unless otherwise agreed.
The client must accept deliverables within 10 working days of delivery. Acceptance is deemed given if no material defects are notified in writing within this period. Milestone payments are due after acceptance of each stage.
The client shall provide all necessary information and access in a timely manner. Delays caused by insufficient cooperation are not attributable to the contractor. Additional effort caused by inadequate cooperation will be charged separately.
Both parties undertake to keep all confidential information permanently secret, even after contract termination. A separate NDA can be concluded upon request.
Work results remain the property of the contractor until full payment. Upon full payment, the client receives the agreed, purpose-limited usage rights. In particular, all rights to software, firmware and associated source code remain with the contractor unless explicitly and in writing agreed otherwise. The client receives a purpose-limited licence in accordance with the respective agreement, not ownership of the intellectual property.
The contractor is liable only for intentional misconduct and gross negligence. Any further liability — in particular for slight negligence, indirect damages, consequential damages and lost profits — is excluded to the extent permitted by law. Liability is in any case limited to the net invoice value of the relevant order.
French law applies, excluding the UN Sales Convention. The exclusive place of jurisdiction is Strasbourg.
Should individual provisions be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid one that most closely achieves the same economic purpose.
Upon formation of an engagement — of any kind and regardless of whether a separate contract has been concluded — these T&C are deemed accepted by the client. They apply subsidiarily: where an individual contract expressly provides otherwise on specific points, those provisions take precedence. For all points not expressly regulated otherwise, these T&C apply in full.