General terms and conditions and terms of use for the Dorfkrug App
of Metanoia GmbH

1.0 Scope of the general rules

1.1 The provisions of sections 1. to 9. shall apply to all consulting services offered by Metanoia GmbH and to all contracts of Metanoia GmbH with its clients, irrespective of the content and legal nature of the consulting services offered or contractually assumed by Metanoia GmbH.

1.2 Insofar as consultancy contracts or offers of Metanoia GmbH contain provisions that deviate from the following general terms and conditions of contract, the individually offered or agreed contractual rules shall take precedence over these general terms and conditions of contract.

2.0 Cooperation obligations of the customer
In order to enable Metanoia GmbH to carry out the desired professional work, the customer shall inform Metanoia GmbH as comprehensively as possible about the business, organisational, technical and competitive situation of his company. In particular, the customer will cooperate personally and, if necessary, also through his employees in the project as follows:

2.1 All questions of the Metanoia GmbH consultants about the actual and legal relationships within the client company and/or the client group shall be answered as completely, accurately and promptly as possible; likewise questions of the Metanoia GmbH consultants about the actual and legal relationships between the client and its business partners and competitors, insofar as these relationships are known to the client and/or its executives. The Metanoia GmbH consultants will only ask such questions, the answers to which may be of importance for the project.

2.2 Metanoia GmbH shall also be informed, without being asked and as early as possible, about such circumstances that may be of importance for the project.

2.3 Any interim results and interim reports delivered by Metanoia GmbH shall be checked by the client without delay as to whether the information contained therein about the client or his company is correct; Metanoia GmbH shall be notified without delay in writing of any necessary corrections and also of any change requests.

3.0 Data backup of the client
If the tasks taken over by Metanoia GmbH involve work by Metanoia GmbH consultants on or with the client's EDP equipment, the client shall ensure in good time before the start of the corresponding activities of the Metanoia GmbH consultants that the recorded data can be reconstructed with reasonable effort from machine-readable data carriers in the event of destruction or falsification.

4.0 Early termination of contract, remuneration

4.1 Metanoia GmbH grants the client the right to terminate any consultancy contract prematurely if the client so wishes. The premature termination does not affect agreed duties of confidentiality and other post-contractual duties of loyalty. The remuneration of Metanoia GmbH in cases of premature termination of the contract shall be governed by sections 4.2, 4.3 and 4.4.

4.2 For the services rendered by Metanoia GmbH until the receipt of a premature termination the client shall pay the agreed fee and the agreed expenses to Metanoia GmbH. The calculation basis for fees shall be the respective generally applicable daily rates of those consultants who were employed by Metanoia GmbH for the specific project. However, according to this provision Metanoia GmbH may not charge more than the fixed or flat rate agreed upon for the terminated project. If fixed or lump sum prices have been agreed for individual service stages within a contract, sentence 3 shall apply accordingly to the billing of the respective service stage.

4.3 Metanoia GmbH shall not be remunerated for the period after receipt of the notice of termination insofar as Metanoia GmbH has saved expenses and/or has achieved them by using the forces thus released elsewhere or has maliciously refrained from achieving them.

4.4 The provisions of sections 4.2 and 4.3 shall apply accordingly if Metanoia GmbH has legally terminated the contract before the originally agreed conclusion.

5.0 Billing, payment

5.1 In the absence of deviating agreements, Metanoia GmbH shall be entitled to invoice the Client for fees and expenses monthly in arrears, as incurred. Section 4.2 sentences 2 to 4 shall apply mutatis mutandis to the calculation of the fee.

5.2 Invoices of Metanoia GmbH issued in accordance with the contract are due for payment immediately.

5.3 If the customer is in default with the settlement of due invoices, Metanoia GmbH shall be entitled to stop its work on the project.

6.0 Impediments to performance, delay, impossibility

6.1 Metanoia GmbH shall only be in default with its services if specific completion dates have been agreed as fixed dates and Metanoia GmbH is responsible for the delay. Metanoia GmbH is not responsible for e.g. an unforeseeable failure of the consultant of Metanoia GmbH intended for the project, force majeure and other events which were not foreseeable at the time of conclusion of the contract and which make the agreed performance at least temporarily impossible or unreasonably difficult for Metanoia GmbH. Equal to force majeure are strikes, lock-outs and similar circumstances which directly or indirectly affect Metanoia GmbH, unless these measures are unlawful and caused by Metanoia GmbH.

6.2 If the obstacles to performance are of a temporary nature, Metanoia GmbH shall be entitled to postpone the fulfilment of its obligation by the duration of the hindrance and by a reasonable start-up period. If, on the other hand, the performance of Metanoia GmbH becomes permanently impossible due to hindrances in the sense of section 6.1, Metanoia GmbH shall be released from its contractual obligations.

6.3 Insofar as Metanoia GmbH is responsible for delay or impossibility, sections 7.2 to 7.5 shall apply in addition.

7.0 Warranty, liability

7.1 If and insofar as any consulting errors and/or any defects of a work created by Metanoia GmbH are based on the fact that the customer has not, not completely or not in time fulfilled cooperation obligations according to section 2. and/or section 14., the liability of Metanoia GmbH is excluded. The proof of the complete and timely fulfilment of all cooperation obligations shall be provided by the customer in case of dispute. Furthermore, Metanoia GmbH does not assume any liability for any damages of the customer, which are based on the non-observance of the security obligation according to section 3.

7.2 Metanoia GmbH shall only be liable for damages of the customer in case of simple negligence of its organs or employees, if and insofar as the damages are based on the violation of such obligations, the fulfilment of which is absolutely necessary to achieve the purpose of the contract. Apart from that, Metanoia GmbH shall only be liable for damages resulting from delay, impossibility of performance, positive violation of claims, culpa in contrahendo or tort if and to the extent that they have been caused by Metanoia GmbH intentionally or by gross negligence.

7.3 The liability of Metanoia GmbH shall be limited to such damages that Metanoia GmbH must reasonably expect. The liability is limited to a maximum of € 10,000 per damage event. Metanoia GmbH shall only be liable for damages in case of intentional or grossly negligent causation, or as far as the liability insurance agreed upon according to sentence 3 is not liable to pay due to serial damages or due to other circumstances for which Metanoia GmbH is responsible.

7.4 The limitations in sections 7.2 and 7.3 shall not apply if and to the extent that claims for damages are based on the absence of any warranted characteristics of a work to be produced by Metanoia GmbH.

7.5 All possible claims for damages against Metanoia GmbH shall become statute-barred after the expiry of 3 years at the latest. The limitation period shall begin with the recognisability of a damage, at the latest, however, with the completion of the contractual activity. Section 12.3 remains unaffected.

8.0 Choice of Law, General Terms and Conditions of Customers

8.1 In addition to the individual agreements and these Terms and Conditions of Contract of Metanoia GmbH, only German law shall apply.

8.2 General terms and conditions of the customer shall have no effect vis-à-vis Metanoia GmbH, even if Metanoia GmbH does not expressly object to their inclusion.

8.3 Should individual provisions of this contract or of the General Terms and Conditions of Metanoia GmbH be or become invalid or unenforceable, this shall not affect the rest of the contract. In place of the invalid or unenforceable clause, a provision shall be deemed agreed which, when viewed objectively, comes as close as possible to the economic purpose of the invalid or unenforceable provision. Any loopholes in the contract shall be closed in a corresponding manner.

9.0 Maintaining confidentiality by Metanoia GmbH and its partners

9.1 Metanoia GmbH and its partners shall treat all information received from their client in the course of the cooperation about the client's company as strictly confidential, unless it is generally known. The same applies to knowledge about internal company processes of their clients, which the Metanoia GmbH team obtains on the occasion of the cooperation. The duty of confidentiality shall continue to exist after the termination of the contract.
Metanoia GmbH vouches for the fact that it has imposed confidentiality and secrecy obligations on its employees and partners which correspond to the regulations of the above mentioned section. Metanoia GmbH may use company data of its clients in anonymised form for its statistics.

9.2 The place of performance for the services of Metanoia GmbH shall be the registered office of the Metanoia GmbH branch office which concluded the consultancy contract to be performed. The place of performance for payments to Metanoia GmbH shall be its registered office in Grünwald.

9.3 The place of jurisdiction for all actions against Metanoia GmbH shall be Munich. For legal actions of Metanoia GmbH against the customer, Munich shall also be the place of jurisdiction. If Metanoia GmbH asserts claims against several persons as joint and several debtors under a contract and if not all of the joint and several debtors are fully qualified merchants, Metanoia GmbH may, notwithstanding sentence 2, bring an action before the court of the place of performance (section 9.1 sentence 1) or also before the court of the place where one of the non-merchant joint and several debtors has his general place of jurisdiction.

Supplementary provisions for work contracts
- scope of sections 10.0 to 12.0
The regulations in sections 10.0 to 12.0 apply in addition to sections 1.0 to 9.0 for consulting offers and contracts of Metanoia GmbH on the creation of analyses, reports, expert opinions, prospectuses , studies and similar works or digital products, if and to the extent that the remuneration of Metanoia GmbH according to the contract is primarily dependent on the creation of the work (contracts for work).
The provisions of Sections 10.0 to 12.0 apply in addition to Sections 1.0 to 9.0 also for corresponding partial services by Metanoia GmbH if these are separated from other services by Metanoia GmbH in the consulting offer or contract, e.g. a step-by-step or phased approach.
- Acceptance of work services
11.1 Metanoia GmbH lays down present the customer with the work that has been manufactured in accordance with the contract. If the customer does not accept the work upon presentation or other provision for a reason other than an immediate and justified complaint and if the customer does not make this complaint within two weeks of presentation or provision, the work is deemed to have been accepted. Use of the work by the customer counts as acceptance.

11.2 If acceptance is excluded due to the nature of the work, Metanoia GmbH's notification to the customer of the completion of the work shall take its place.

11.3 The above rules on acceptance shall apply mutatis mutandis to any separable partial services of Metanoia GmbH within the individual service phases agreed upon in the consultancy contract, if separate acceptance or presentation dates are agreed upon for such partial services.

12.0 Notice of defects, warranty, liability

12.1 Any defects in the work and the absence of any warranted characteristics of the work shall be notified to Metanoia GmbH in writing immediately after their discovery. Otherwise the warranty claim shall expire.

12.2 As a warranty, the customer may initially only demand rectification free of charge. If the defect is not remedied within a reasonable period of time or if the remedy fails, the customer may demand a reduction in the purchase price or rescission of the contract for those parts of the contract that are affected by the defect.

12.3 The limitation period for work performances (definition in section 10.) of the SN is based on § 638 BGB and, in deviation from section 7.5, begins with the acceptance of the work (cf. section 11.).

12.4 In all other respects, the provisions in Section 7.0 shall remain unaffected.

Grünwald 2023