General Terms and
Conditions (GTC) of
missall GmbH
General Terms and Conditions
of missall GmbH
General Terms and
Conditions (GTC) of missall GmbH
§
§
§ 1 Scope of Application and Contracting Parties
§ 1 Scope and
Contracting Parties
(1) These General Terms and Conditions (GTC) apply to all contracts for the provision of services between missall GmbH (hereinafter referred to as “missall”) and its customers (hereinafter referred to as “Customer”), in particular for trainings, workshops, coaching, consulting services, moderation, keynotes, accompanying formats, as well as related preparatory and follow-up services, regardless of whether these services are provided in-person, online, or in hybrid form.
(2) These GTC exclusively apply to entrepreneurs within the meaning of § 14 BGB, legal entities under public law, or special funds under public law. Services provided to consumers within the meaning of § 13 BGB are only carried out if expressly agreed in writing; in this case, supplementary or deviating regulations may apply.
(3) Contradictory, deviating, or supplementary General Terms and Conditions of the Customer do not become part of the contract, even if missall does not expressly object to them. They only apply if missall explicitly agrees to their validity in text form.
§ 2 Subject Matter of the Contract, Type of Service and Scope of Service
§ 2 Subject Matter of the Contract, Type of Service and Scope of Service
(1) missall provides services in the area of leadership, team, and organizational development. This includes, in particular, training for executives, communication and feedback training, teamwork workshops, values and culture work, coaching (individual and group coaching), conception and implementation of development programs, as well as accompanying analyses and formats for sustainable implementation.
(2) The specific content, scope, location, timeline, format (in-person/online/hybrid), number of participants, trainers/coaches used, and any deliverables (e.g., handouts, evaluations, result documentation) arise from the individual offer, the service description, the framework agreement, or the respective order confirmation from missall.
(3) The services provided by missall are, unless expressly agreed otherwise in writing, services within the meaning of Sections 611 et seq. of the German Civil Code (BGB). Therefore, missall does not owe a specific economic result, no concrete business success, and no specific behavioral change, but rather the proper provision of the agreed service to the best of its knowledge and belief.
(4) missall is entitled to use suitable subcontractors (in particular trainers, coaches, moderators) for the provision of services.
§ 3 Conclusion of Contract, Offers and Changes
§ 3 Conclusion of Contract, Offers and Changes
(1) Offers from missall are, unless expressly stated otherwise, non-binding and subject to change.
(2) A contract is formed when the customer accepts an offer from missall in text form (e.g., via email), missall sends a written order confirmation, or missall begins performance and the customer accepts it.
(3) Side agreements, changes, additions, or special assurances require text form to be effective. This also applies to any changes to this text form requirement.
(4) missall is entitled to adapt services in a reasonable manner, provided this is necessary for professional reasons (e.g., adjusting exercises to group dynamics, time management, format changes for technical or organizational reasons), without altering the core of the agreed service.
§ 4 Customer's obligations to cooperate
§ 4 Customer's obligations to cooperate
1) The customer ensures that all necessary contributions for the execution of the agreed services are provided in a timely, complete, and cost-free manner. This includes in particular: provision of suitable premises (for in-person), suitable technical requirements (for online/hybrid), access data, participant lists, organizational contacts, as well as necessary information about objectives, expectations, framework conditions, and possibly specific requirements of the participants (e.g. language or accessibility requirements), as far as these are relevant for the execution.
(2) Delays or additional efforts caused by late or inadequate contributions from the customer shall not be borne by missall. missall is entitled to charge for the additional effort incurred as a result at the agreed rates or - if no rates have been agreed - to invoice based on reasonable effort.
(3) The customer is responsible for internal coordination, approvals, and communication with participants. missall assumes no obligation to coordinate participants or ensure their presence unless this is expressly agreed.
§ 5 Dates, Implementation, Trainer Change and Performance Location
§ 5 Dates, Implementation, Trainer Change and Performance Location
(1) Agreed appointments are binding.
(2) missall is entitled to postpone appointments for a good reason (e.g. illness, accident, force majeure, unforeseen travel obstacles, short-term availability) as long as this is reasonable for the customer and the nature of the service is maintained.
(3) For online formats, the service is deemed to be properly offered if missall is reachable at the agreed time and the technical requirements on missall's side are met. Disruptions that originate from the customer's or their participants' area of responsibility do not relieve them from the obligation to pay.
(4) Unless otherwise agreed, missall independently determines the methodology and didactics of service delivery.
§ 6 Compensation, Billing and Payment Terms
§ 6 Compensation, Billing and Payment Terms
(1) The fees, daily rates, hourly rates, flat rates, and/or project prices agreed upon in the offer or contract apply. All prices are plus the applicable statutory value-added tax.
(2) Unless otherwise agreed, missall will issue invoices after the provision of services. missall is entitled to request reasonable advances or progress payments, especially for multi-day training series, larger projects, or individually designed services.
(3) Invoices are due for payment without deduction within fourteen (14) calendar days from the invoice date.
(4) If the customer is in default of payment, missall is entitled to charge default interest at the statutory rate and to suspend further services until outstanding claims are settled. Further statutory claims remain unaffected.
§ 7 Travel times, travel expenses, and additional costs
§ 7 Travel times, travel expenses, and additional costs
(1) Travel expenses and additional costs will be charged additionally, unless a flat rate or "all inclusive" arrangement has been expressly agreed upon.
(2) Invoiced are in particular arrival and departure (train usually 1st class; flight usually economy), hotel costs (appropriate mid-range), transfers (taxi/public transport), parking fees as well as additional meal expenses according to the applicable tax flat rates or against receipts, depending on the agreement.
(3) If travel times have been agreed as working time (e.g. for long distances or international formats), these will be invoiced according to the offer.
(4) Already booked, non-cancellable travel or hotel costs are borne by the customer if a postponement or cancellation lies within their area of responsibility.
§ 8 Cancellation, Rescheduling, and Cancellation Fee
§ 8 Cancellation, Rescheduling, and Cancellation Fee
(1) Cancellations and rescheduling must be in text form. The decisive point is the time of receipt by missall.
(2) For training sessions, workshops, and similar formats, the following cancellation fees apply with respect to the pure fee (excluding travel costs), unless something different is agreed upon in the offer:
a) up to 30 calendar days before the appointment: free of charge;
b) 29 to 15 calendar days before the appointment: 50% of the fee;
c) 14 to 7 calendar days before the appointment: 75% of the fee;
d) from 6 calendar days before the appointment or in case of no-show: 100% of the fee.
(3) For individual coaching, rescheduling can be done free of charge up to 48 hours before the appointment. In case of later cancellation or no-show, the full fee applies.
(4) The customer retains the burden of proof that missall did not incur any or significantly lower damage. missall retains the burden of proof that higher damage has occurred.
(5) If missall can offer a substitute date and the customer accepts it, missall may waive cancellation fees in whole or in part at its reasonable discretion; there is no entitlement to this.
§ 9 Usage Rights, Copyright and Documents
§ 9 Usage Rights, Copyright and Documents
1) All documents, concepts, training designs, presentations, handouts, audio/video content, tools, methods, models, and other materials provided by missall are protected by copyright and remain – unless expressly agreed otherwise – the property of missall or the respective rights holders.
(2) The client receives a simple, non-transferable, non-sublicensable right of use for internal purposes within the company for the contractually intended purpose.
(3) Any reproduction, publication, distribution to third parties, public accessibility, or other exploitation – even in part – is prohibited without prior express written consent from missall. This applies particularly to use in one's own training, e-learning platforms, intranets, or towards affiliated companies unless expressly agreed otherwise.
(4) Recordings of training sessions (audio, video, screenshots) are only permitted with prior consent from missall and all affected participants. missall may refuse consent without giving reasons or make it conditional.
(5) The client ensures that participants also comply with these regulations.
§ 10 Confidentiality
§ 10 Confidentiality
(1) The parties agree to treat all confidential information that becomes known in the context of the collaboration as strictly confidential and to use it exclusively for the performance of the contract.
(2) Confidential information particularly includes business and trade secrets, strategies, internal documents, personnel data, concepts, prices, as well as all information designated as confidential or regarded as confidential under the circumstances.
(3) The obligation of confidentiality does not apply to information that is demonstrably publicly known, becomes known without a breach of contract, or must be disclosed due to legal obligations.
(4) The obligation of confidentiality also extends beyond the end of the contract.
§ 11 Liability
§ 11 Liability
(1) missall is liable without limitation in cases of intent and gross negligence, in claims under the Product Liability Act, as well as for violations of life, body, or health.
(2) In cases of slightly negligent violation of essential contractual obligations (cardinal duties), missall's liability is limited to the typically foreseeable damages associated with the contract. Cardinal duties are obligations whose fulfillment enables the proper execution of the contract and on whose compliance the customer can regularly rely.
(3) In all other respects, missall's liability – regardless of the legal grounds – is excluded. This particularly applies to lost profits, indirect damages, consequential damages, and damages from data loss, unless caused intentionally or through gross negligence.
(4) To the extent that liability is excluded or limited, this also applies in favor of the legal representatives, employees, and vicarious agents of missall.
§ 12 Force Majeure
§ 12 Force Majeure
(1) Events of higher force (e.g., natural disasters, pandemics, governmental measures, war, strikes, significant travel restrictions, failures of public infrastructure, unpredictable major technical disturbances) that significantly hinder or make the provision of services impossible release the affected party from their performance obligations for the duration of the disruption and to the extent of its impact.
(2) In such cases, the parties will agree on a substitute date or – if this is not possible – examine a reasonable adjustment of the format (e.g., switching to online).
(3) Already incurred, non-cancellable costs (in particular travel and hotel costs) are to be reimbursed by the customer, provided that the service cannot be carried out due to reasons of higher force and the costs were not avoidable.
§ 13 Data Protection
§ 13 Data Protection
(1) missall processes personal data exclusively within the framework of the applicable data protection laws, in particular the GDPR and the BDSG.
(2) To the extent that missall processes personal data on behalf of the customer (e.g., participant lists), the parties – if necessary – will conclude a data processing agreement.
(3) Further information can be found in the current privacy policy of missall.
§ 14 Reference naming and marketing
§ 14 Reference naming and marketing
(1) missall is entitled to name the customer – including the company name and logo – as a reference (e.g., website, presentations, proposal documents), provided the customer does not expressly object in text form.
(2) Content from training (e.g., internal examples, results, participant statements) will not be published. Any further use (e.g., case study) will only occur with separate consent.
§ 15 Final provisions
§ 15 Final provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Sales Convention (CISG).
(2) The place of performance and - as far as legally permissible - the exclusive jurisdiction for all disputes arising from or in connection with the contract is the registered office of missall.
(3) Should individual provisions of these Terms and Conditions be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a valid regulation that comes closest to the economic purpose.
(4) missall is entitled to amend these Terms and Conditions for the future, provided there is a factual reason for it (e.g. changes in legislation, case law, adjustment of the service portfolio). In the case of existing continuous obligations, the customer will be informed in good time; if he does not object within a reasonable period, the changes shall be deemed accepted.
General Terms and
Conditions (GTC) of
missall GmbH
General Terms and Conditions
of missall GmbH
General Terms and
Conditions (GTC) of missall GmbH
§
§
§ 1 Scope of Application and Contracting Parties
§ 1 Scope and
Contracting Parties
(1) These General Terms and Conditions (GTC) apply to all contracts for the provision of services between missall GmbH (hereinafter referred to as “missall”) and its customers (hereinafter referred to as “Customer”), in particular for trainings, workshops, coaching, consulting services, moderation, keynotes, accompanying formats, as well as related preparatory and follow-up services, regardless of whether these services are provided in-person, online, or in hybrid form.
(2) These GTC exclusively apply to entrepreneurs within the meaning of § 14 BGB, legal entities under public law, or special funds under public law. Services provided to consumers within the meaning of § 13 BGB are only carried out if expressly agreed in writing; in this case, supplementary or deviating regulations may apply.
(3) Contradictory, deviating, or supplementary General Terms and Conditions of the Customer do not become part of the contract, even if missall does not expressly object to them. They only apply if missall explicitly agrees to their validity in text form.
§ 2 Subject Matter of the Contract, Type of Service and Scope of Service
§ 2 Subject Matter of the Contract, Type of Service and Scope of Service
(1) missall provides services in the area of leadership, team, and organizational development. This includes, in particular, training for executives, communication and feedback training, teamwork workshops, values and culture work, coaching (individual and group coaching), conception and implementation of development programs, as well as accompanying analyses and formats for sustainable implementation.
(2) The specific content, scope, location, timeline, format (in-person/online/hybrid), number of participants, trainers/coaches used, and any deliverables (e.g., handouts, evaluations, result documentation) arise from the individual offer, the service description, the framework agreement, or the respective order confirmation from missall.
(3) The services provided by missall are, unless expressly agreed otherwise in writing, services within the meaning of Sections 611 et seq. of the German Civil Code (BGB). Therefore, missall does not owe a specific economic result, no concrete business success, and no specific behavioral change, but rather the proper provision of the agreed service to the best of its knowledge and belief.
(4) missall is entitled to use suitable subcontractors (in particular trainers, coaches, moderators) for the provision of services.
§ 3 Conclusion of Contract, Offers and Changes
§ 3 Conclusion of Contract, Offers and Changes
(1) Offers from missall are, unless expressly stated otherwise, non-binding and subject to change.
(2) A contract is formed when the customer accepts an offer from missall in text form (e.g., via email), missall sends a written order confirmation, or missall begins performance and the customer accepts it.
(3) Side agreements, changes, additions, or special assurances require text form to be effective. This also applies to any changes to this text form requirement.
(4) missall is entitled to adapt services in a reasonable manner, provided this is necessary for professional reasons (e.g., adjusting exercises to group dynamics, time management, format changes for technical or organizational reasons), without altering the core of the agreed service.
§ 4 Customer's obligations to cooperate
§ 4 Customer's obligations to cooperate
1) The customer ensures that all necessary contributions for the execution of the agreed services are provided in a timely, complete, and cost-free manner. This includes in particular: provision of suitable premises (for in-person), suitable technical requirements (for online/hybrid), access data, participant lists, organizational contacts, as well as necessary information about objectives, expectations, framework conditions, and possibly specific requirements of the participants (e.g. language or accessibility requirements), as far as these are relevant for the execution.
(2) Delays or additional efforts caused by late or inadequate contributions from the customer shall not be borne by missall. missall is entitled to charge for the additional effort incurred as a result at the agreed rates or - if no rates have been agreed - to invoice based on reasonable effort.
(3) The customer is responsible for internal coordination, approvals, and communication with participants. missall assumes no obligation to coordinate participants or ensure their presence unless this is expressly agreed.
§ 5 Dates, Implementation, Trainer Change and Performance Location
§ 5 Dates, Implementation, Trainer Change and Performance Location
(1) Agreed appointments are binding.
(2) missall is entitled to postpone appointments for a good reason (e.g. illness, accident, force majeure, unforeseen travel obstacles, short-term availability) as long as this is reasonable for the customer and the nature of the service is maintained.
(3) For online formats, the service is deemed to be properly offered if missall is reachable at the agreed time and the technical requirements on missall's side are met. Disruptions that originate from the customer's or their participants' area of responsibility do not relieve them from the obligation to pay.
(4) Unless otherwise agreed, missall independently determines the methodology and didactics of service delivery.
§ 6 Compensation, Billing and Payment Terms
§ 6 Compensation, Billing and Payment Terms
(1) The fees, daily rates, hourly rates, flat rates, and/or project prices agreed upon in the offer or contract apply. All prices are plus the applicable statutory value-added tax.
(2) Unless otherwise agreed, missall will issue invoices after the provision of services. missall is entitled to request reasonable advances or progress payments, especially for multi-day training series, larger projects, or individually designed services.
(3) Invoices are due for payment without deduction within fourteen (14) calendar days from the invoice date.
(4) If the customer is in default of payment, missall is entitled to charge default interest at the statutory rate and to suspend further services until outstanding claims are settled. Further statutory claims remain unaffected.
§ 7 Travel times, travel expenses, and additional costs
§ 7 Travel times, travel expenses, and additional costs
(1) Travel expenses and additional costs will be charged additionally, unless a flat rate or "all inclusive" arrangement has been expressly agreed upon.
(2) Invoiced are in particular arrival and departure (train usually 1st class; flight usually economy), hotel costs (appropriate mid-range), transfers (taxi/public transport), parking fees as well as additional meal expenses according to the applicable tax flat rates or against receipts, depending on the agreement.
(3) If travel times have been agreed as working time (e.g. for long distances or international formats), these will be invoiced according to the offer.
(4) Already booked, non-cancellable travel or hotel costs are borne by the customer if a postponement or cancellation lies within their area of responsibility.
§ 8 Cancellation, Rescheduling, and Cancellation Fee
§ 8 Cancellation, Rescheduling, and Cancellation Fee
(1) Cancellations and rescheduling must be in text form. The decisive point is the time of receipt by missall.
(2) For training sessions, workshops, and similar formats, the following cancellation fees apply with respect to the pure fee (excluding travel costs), unless something different is agreed upon in the offer:
a) up to 30 calendar days before the appointment: free of charge;
b) 29 to 15 calendar days before the appointment: 50% of the fee;
c) 14 to 7 calendar days before the appointment: 75% of the fee;
d) from 6 calendar days before the appointment or in case of no-show: 100% of the fee.
(3) For individual coaching, rescheduling can be done free of charge up to 48 hours before the appointment. In case of later cancellation or no-show, the full fee applies.
(4) The customer retains the burden of proof that missall did not incur any or significantly lower damage. missall retains the burden of proof that higher damage has occurred.
(5) If missall can offer a substitute date and the customer accepts it, missall may waive cancellation fees in whole or in part at its reasonable discretion; there is no entitlement to this.
§ 9 Usage Rights, Copyright and Documents
§ 9 Usage Rights, Copyright and Documents
1) All documents, concepts, training designs, presentations, handouts, audio/video content, tools, methods, models, and other materials provided by missall are protected by copyright and remain – unless expressly agreed otherwise – the property of missall or the respective rights holders.
(2) The client receives a simple, non-transferable, non-sublicensable right of use for internal purposes within the company for the contractually intended purpose.
(3) Any reproduction, publication, distribution to third parties, public accessibility, or other exploitation – even in part – is prohibited without prior express written consent from missall. This applies particularly to use in one's own training, e-learning platforms, intranets, or towards affiliated companies unless expressly agreed otherwise.
(4) Recordings of training sessions (audio, video, screenshots) are only permitted with prior consent from missall and all affected participants. missall may refuse consent without giving reasons or make it conditional.
(5) The client ensures that participants also comply with these regulations.
§ 10 Confidentiality
§ 10 Confidentiality
(1) The parties agree to treat all confidential information that becomes known in the context of the collaboration as strictly confidential and to use it exclusively for the performance of the contract.
(2) Confidential information particularly includes business and trade secrets, strategies, internal documents, personnel data, concepts, prices, as well as all information designated as confidential or regarded as confidential under the circumstances.
(3) The obligation of confidentiality does not apply to information that is demonstrably publicly known, becomes known without a breach of contract, or must be disclosed due to legal obligations.
(4) The obligation of confidentiality also extends beyond the end of the contract.
§ 11 Liability
§ 11 Liability
(1) missall is liable without limitation in cases of intent and gross negligence, in claims under the Product Liability Act, as well as for violations of life, body, or health.
(2) In cases of slightly negligent violation of essential contractual obligations (cardinal duties), missall's liability is limited to the typically foreseeable damages associated with the contract. Cardinal duties are obligations whose fulfillment enables the proper execution of the contract and on whose compliance the customer can regularly rely.
(3) In all other respects, missall's liability – regardless of the legal grounds – is excluded. This particularly applies to lost profits, indirect damages, consequential damages, and damages from data loss, unless caused intentionally or through gross negligence.
(4) To the extent that liability is excluded or limited, this also applies in favor of the legal representatives, employees, and vicarious agents of missall.
§ 12 Force Majeure
§ 12 Force Majeure
(1) Events of higher force (e.g., natural disasters, pandemics, governmental measures, war, strikes, significant travel restrictions, failures of public infrastructure, unpredictable major technical disturbances) that significantly hinder or make the provision of services impossible release the affected party from their performance obligations for the duration of the disruption and to the extent of its impact.
(2) In such cases, the parties will agree on a substitute date or – if this is not possible – examine a reasonable adjustment of the format (e.g., switching to online).
(3) Already incurred, non-cancellable costs (in particular travel and hotel costs) are to be reimbursed by the customer, provided that the service cannot be carried out due to reasons of higher force and the costs were not avoidable.
§ 13 Data Protection
§ 13 Data Protection
(1) missall processes personal data exclusively within the framework of the applicable data protection laws, in particular the GDPR and the BDSG.
(2) To the extent that missall processes personal data on behalf of the customer (e.g., participant lists), the parties – if necessary – will conclude a data processing agreement.
(3) Further information can be found in the current privacy policy of missall.
§ 14 Reference naming and marketing
§ 14 Reference naming and marketing
(1) missall is entitled to name the customer – including the company name and logo – as a reference (e.g., website, presentations, proposal documents), provided the customer does not expressly object in text form.
(2) Content from training (e.g., internal examples, results, participant statements) will not be published. Any further use (e.g., case study) will only occur with separate consent.
§ 15 Final provisions
§ 15 Final provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Sales Convention (CISG).
(2) The place of performance and - as far as legally permissible - the exclusive jurisdiction for all disputes arising from or in connection with the contract is the registered office of missall.
(3) Should individual provisions of these Terms and Conditions be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a valid regulation that comes closest to the economic purpose.
(4) missall is entitled to amend these Terms and Conditions for the future, provided there is a factual reason for it (e.g. changes in legislation, case law, adjustment of the service portfolio). In the case of existing continuous obligations, the customer will be informed in good time; if he does not object within a reasonable period, the changes shall be deemed accepted.