Terms and conditions

§ 1 Scope of Application

The following conditions apply between REFA: Suisse Group (International Process & Industrieconsult AG) and its client for all assignments relating to consulting and organizational services as well as similar services, unless otherwise agreed in writing.

§ 2 Subject Matter

1. The subject of the contract is the agreed service (activity), which will be carried out by qualified employees of REFA: Suisse Group within the agreed time period in accordance with the principles of proper professional practice. The selection of the service-providing employee is at the discretion of REFA: Suisse Group and is made in consultation with the client.
2. REFA: Suisse Group is entitled to engage expert external consultants and institutions as employees to carry out the assignment.

§ 3 Scope of Services

The tasks, the procedure, and the type of work materials to be provided are governed by the written agreements of the contracting parties. Any changes, additions, or extensions to the task, the procedure, and the type of work materials require a separate written agreement.

§ 4 Obligations of REFA: Suisse Group

1. REFA: Suisse Group is obliged to treat information regarding business and trade secrets of the client confidentially and, upon request, to have its employees sign a corresponding confidentiality agreement.
2. REFA: Suisse Group may only hand over reports, documents, expert opinions, and other written statements and results of its work to third parties with the client’s consent.
3. REFA: Suisse Group is authorized to process personal data entrusted to it or have it processed by third parties within the scope of the assignment’s purpose

§ 5 Client’s Obligations to Cooperate

1. The implementation of the business relationship and, in particular, the performance to be rendered by REFA: Suisse Group requires the client’s close cooperation as a material contractual obligation. In particular, the client shall provide free of charge the conditions necessary within its business sphere for the proper execution of the assignment. These include, among other things, that the client provides workspaces for REFA: Suisse Group employees including all necessary working tools and infrastructure (e.g., IT systems, telecommunication systems incl. phone, fax, internet access) as well as all necessary information and documents, including the relevant contact persons.
2. The client shall also designate a contact person who is available to REFA: Suisse Group employees during the agreed working hours; this contact person is authorized to make statements necessary for interim decisions during the course of the assignment.
3. The contact person designated by the client shall provide REFA: Suisse Group employees with access to all necessary information and timely provision of all required documents and shall inform REFA: Suisse Group of all events and circumstances that may be of importance for the execution of the assignment. This also applies to documents, events, and circumstances that only become known during REFA: Suisse Group’s engagement.
4. Upon request by REFA: Suisse Group, the client shall confirm the completeness of the submitted documents and the information and explanations provided in a written statement formulated by REFA: Suisse Group.
5. The client guarantees that all reports, organizational plans, drafts, drawings, listings, and calculations prepared by REFA: Suisse Group will be used only for its own purposes. Any copyrights or trademark rights associated with REFA: Suisse Group’s work results remain with REFA: Suisse Group.
6. If the client fails to fulfill its cooperation obligations as agreed, any resulting consequences such as additional services and delays shall be borne by the client. REFA: Suisse Group may charge the client for the additional effort incurred.
7. All obligations to cooperate listed here are essential primary obligations of the client and are agreed as such.

§ 6 Default of Acceptance

1. If the client or third parties commissioned by the client are in default of accepting the services or fail to fulfill or delay fulfilling cooperation obligations under § 5 No. 1 or others, REFA: Suisse Group may claim the agreed remuneration for the services not rendered due to such failure and is entitled to terminate the contract without notice.
2. The rights under paragraph 1 also apply particularly if the client's or its third parties' cooperation is necessary for the assignment and this cooperation is not provided appropriately in terms of type and scope. REFA: Suisse Group is not liable for damages related to the client's or its third parties' cooperation services, nor is there any claim for rectification of defects.
3. Claims for reimbursement of additional expenses incurred by REFA: Suisse Group remain unaffected.

§ 7 Liability and Compensation

REFA: Suisse Group’s liability is limited to EUR 25,000, regardless of the legal basis. REFA: Suisse Group is not liable for loss of profits, missed savings, wasted expenses, claims by third parties, other indirect or consequential damages, or recorded data. These limitations and exclusions of liability do not apply to damages resulting from the absence of a warranted characteristic, fraudulent concealment of defects, breach of essential contractual obligations (cardinal duties), or damages caused intentionally or through gross negligence or slight negligence leading to injury to life, body, or health.

§ 8 Force Majeure

Events of force majeure that significantly hinder or render performance impossible entitle REFA: Suisse Group to postpone the fulfillment of its obligations for the duration of the impediment plus a reasonable start-up time. Strikes, lockouts, and similar circumstances are considered equivalent to force majeure if they are unforeseeable, severe, and not the fault of either party. REFA: Suisse Group shall inform the client immediately about the occurrence of such an event.
The occurrence of unforeseeable or independent circumstances, especially cases of force majeure as events beyond the control of any party that could not be avoided through reasonable diligence, entitles REFA: Suisse Group to extraordinary termination or partial or complete cancellation of the contract, without any entitlement of the client to compensation. Events of force majeure within this definition include, in particular, acts of nature, epidemics and pandemics, earthquakes, fire, flooding, riots, government regulations or decisions, or other events of a similar or dissimilar nature that qualify as unforeseeable or uncontrollable.

§ 9 Qualitative Performance Defects

1. If the service is not rendered in accordance with the contract and REFA: Suisse Group is responsible, it is obliged to re-perform the service within a reasonable period and without additional cost to the client. This requires a written and immediate complaint by the client, made no later than two weeks after the client becomes aware of or should have become aware of the defect without gross negligence. If REFA: Suisse Group fails to properly perform the service within the period set by the client, the client is entitled to terminate the contract without notice.
2. In such cases, REFA: Suisse Group is entitled to compensation for services rendered up to the effective date of termination. The fee is waived only for services the client can prove, within two weeks after termination, are of no use and interest to them. The right to extraordinary termination remains unaffected. Further claims by the client due to performance defects are excluded unless caused intentionally, through gross negligence, or involve injury to life, body, or health.

§ 10 Limitation Period

Liability claims become time-barred one year after the claimant becomes aware of the circumstances giving rise to the claim or should have become aware without gross negligence, but no later than five years after the service was provided. The limitation period for liability due to intent is governed by statutory regulations.

§ 11 Duration and Termination of the Contract

The contract ends at the conclusion of the agreed period. Deviations from this require a written agreement. The right to extraordinary termination remains unaffected.

§ 12 Duty of Loyalty

1. Both the client and REFA: Suisse Group undertake to maintain mutual loyalty. In particular, hiring or employing employees or former employees who were involved in the project is prohibited for 12 months after the end of the cooperation.
2. The client is obliged to inform REFA: Suisse Group immediately of any notice of termination or other changes relating to employees involved in the project. For intentional or negligent violations of this obligation, the client shall pay a contractual penalty amounting to 10% of the contract value.

§ 13 Fees, Expenses, Payment Terms

1. Details of the remuneration are generally specified in the respective offer or individual contract.
2. Unless otherwise agreed, fees for REFA: Suisse Group or its employees’ services are calculated based on the time spent (time-based fee).
3. Unless otherwise specified, travel costs, daily allowances, and accommodation expenses are charged separately. Reimbursement is based on actual expenses. Incurred and documented costs for public transportation must be reimbursed. A flat-rate fee shall be agreed for travel time.
4. The agreed fee rates at the time of contract conclusion are valid for one year, unless otherwise agreed.
5. Payment terms must be agreed separately. All invoices are due immediately and payable without deduction within 10 days of the invoice date.
6. Fees and other invoiced amounts (e.g., communication costs, travel expenses, out-of-pocket expenses) are subject to statutory VAT.
7. REFA: Suisse Group may request reasonable advance payments and withhold performance until full satisfaction of its claims. Multiple clients are jointly and severally liable.
8. Offsetting against claims of REFA: Suisse Group is only permitted with undisputed or legally established claims.

§ 14 Retention and Return of Documents

1. REFA: Suisse Group retains documents received or prepared in connection with an assignment and related correspondence at its discretion.
2. After satisfying its claims from the assignment, REFA: Suisse Group shall return, upon request, all documents received from or for the client. This does not apply to correspondence between REFA: Suisse Group and the client or to documents the client already possesses. REFA: Suisse Group may make and retain copies of documents returned to the client.

§ 15 Written Form, Applicable Law, Place of Jurisdiction

Changes and additions must be made in writing to be valid. Conflicting terms and conditions of the client shall not apply. This contract is governed exclusively by German law; the application of the UN Convention on Contracts for the International Sale of Goods is expressly excluded. The place of performance and exclusive place of jurisdiction is Munich.

§ 16 Severability Clause

Should any provision be invalid, the validity of the remaining provisions shall not be affected. The parties shall cooperate to replace invalid provisions with ones that most closely reflect the intent of the invalid provisions.

REFA: Suisse Group, April 2025