General Terms and Conditions (GTC)
for consulting, training and audit services in the field of quality management
§ 1 Scope and General Provisions
(1) These General Terms and Conditions (hereinafter the “GTC”) apply to all contracts, services and offers of Qknows – QM Consulting Carsten Busch (hereinafter the “Consultant”) vis-à-vis its clients (hereinafter the “Client” or “Customer”) relating to consulting, training and audit services in the field of quality management, in particular in connection with the standards of the ISO 9001 and ISO 13485 series.
(2) The GTC are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), at legal persons under public law and at special funds under public law. They do not apply vis-à-vis consumers within the meaning of Section 13 BGB.
(3) The GTC apply in the version valid at the time the contract is concluded, and also to all future business relationships, without any need for renewed express inclusion.
(4) Deviating, conflicting or supplementary general terms and conditions of the Client shall not become part of the contract unless the Consultant has expressly consented to their application in text form. This requirement of consent shall also apply where the Consultant performs the service without reservation in the knowledge of the Client’s general terms and conditions.
(5) Individual agreements made with the Client in a particular case (including collateral agreements, supplements and amendments) shall in all cases take precedence over these GTC. A written contract or the Consultant’s order confirmation shall be decisive for the content of such agreements.
§ 2 Offers and Conclusion of Contract
(1) The Consultant’s offers are subject to change and non-binding unless they are expressly designated as binding or contain a specific acceptance period. They constitute an invitation to the Client to submit, for its part, a binding offer (order).
(2) A contract shall only come into existence upon the Consultant’s order confirmation in text form or upon the actual commencement of the performance of the service. The order confirmation shall be decisive for the content and scope of the contract.
(3) If an offer of the Consultant contains an acceptance period, the Consultant shall be bound by the offer during that period. In the absence of any specific indication, the acceptance period shall be 30 calendar days from the date of the offer.
(4) Text form (in particular e-mail) shall suffice for all declarations in connection with the conclusion of the contract. Statements in brochures, presentations and other documents are non-binding unless they are expressly made part of the contract.
§ 3 Scope and Subject Matter of the Services
(1) The Consultant provides services in the field of quality management. These include, in particular, consulting on the establishment, implementation, maintenance and further development of quality management systems in accordance with ISO 9001 and ISO 13485, the preparation and revision of documentation, the delivery of training courses and workshops, as well as the performance of internal audits and preparation for external certification audits.
(2) The nature, content and scope of the services owed shall be determined conclusively by the respective offer or order confirmation. Services going beyond this are not owed and require a separate order.
(3) Unless expressly agreed otherwise, the Consultant’s services constitute services within the meaning of Sections 611 et seq. BGB. The Consultant owes the professional performance of its activity in accordance with the recognized rules of its field and the respective current state of the relevant standards, but not any particular economic or legal outcome.
(4) In particular, the Consultant does not owe the attainment of a certification or re-certification by a certification body. The granting of a certificate lies within the sole discretion of the respective accredited body and depends on circumstances beyond the Consultant’s control.
(5) The Consultant is not an accredited certification body within the meaning of the relevant accreditation provisions. It does not issue certificates in accordance with ISO 9001, ISO 13485 or other standards. Certifications are carried out exclusively by bodies accredited for this purpose and independent of the Consultant.
(6) The Consultant is entitled to adjust the subject matter of the services to an extent that is professionally required and reasonable for the Client, provided that this serves the progress of the project or changed normative requirements and the purpose of the service is preserved.
§ 4 Duties of Cooperation of the client
(1) The Client shall support the Consultant in the performance of the services to a reasonable extent. In particular, it shall provide, free of charge, all information, documents, data and disclosures required for carrying out the assignment in good time, completely and in a suitable form.
(2) The Client shall designate a responsible contact person who is authorised to provide the necessary information and to bring about decisions, and shall ensure that this person is available during the agreed service periods.
(3) The Client shall grant the Consultant, insofar as necessary for the performance of the services, timely access to its premises, systems and contact persons, and shall create the organisational and technical conditions necessary for this purpose.
(4) The Client is itself responsible for the accuracy, completeness and up-to-dateness of the information and documents it provides. The Consultant is not obliged to check these for accuracy or completeness unless such a check is expressly the subject of the assignment.
(5) If the Client fails to fulfil its duties of cooperation, or fails to do so in good time or in the required manner, any resulting delays and additional expenses shall not be to the Consultant’s detriment. Agreed dates shall be postponed by the period of the delay plus a reasonable restart period. Additional expenses incurred by the Consultant as a result shall be remunerated separately in accordance with the agreed remuneration.
§ 5 Remuneration, Prices and Price Adjustment
(1) The remuneration shall be governed by the agreement made in the offer or order confirmation. Depending on the agreement, billing shall be based on daily rates, hourly rates or as a lump-sum fee.
(2) All prices are net, plus value-added tax at the statutory rate applicable from time to time. Unless otherwise agreed, a partially commenced billing period shall be charged on a pro-rata basis.
(3) Travel times, travel and accommodation costs, and other project-related incidental costs shall be charged separately according to expenditure, unless a flat rate has expressly been agreed. Travel costs shall be billed at the rates permissible for tax purposes.
(4) In the case of assignments of greater scope or longer duration, the Consultant is entitled to demand reasonable advance payments or instalment payments in line with the progress of the services. The amount and due date shall follow from the order confirmation.
(5) In the case of continuing obligations with a term of more than twelve months, the Consultant is entitled to adjust the agreed remuneration (to increase or reduce it) after the expiry of twelve months from the conclusion of the contract, giving six weeks’ notice to the end of a month; in the event of a not merely insignificant reduction in the relevant costs, it is obliged to reduce the remuneration accordingly. An adjustment presupposes that the costs relevant to the performance of the services — in particular personnel costs (wages, salaries, social security contributions), material and travel costs, and other external costs — have changed not merely insignificantly since the conclusion of the contract or since the last adjustment. The scope of the adjustment is limited to the extent of the respective change in costs; cost increases and cost reductions are to be taken into account equally. The adjustment shall be notified to the Client in text form, stating the reason for the adjustment and the relevant cost factors.
(6) If a price adjustment under paragraph 5 exceeds ten per cent of the previous remuneration, the Client shall have a special right of termination effective as at the time the adjustment takes effect. The right of termination must be exercised in text form within four weeks of receipt of the adjustment notice.
§ 6 Terms of Payment and Default in Payment
(1) Unless otherwise agreed, the Consultant’s invoices are due for payment without deduction within 14 days of the invoice date. Receipt of the amount by the Consultant shall be decisive for the timeliness of payment.
(2) If the Client defaults on payment, the Consultant is entitled to demand default interest at a rate of nine percentage points above the applicable base rate (Section 288(2) BGB). The right to assert further damage caused by default remains reserved.
(3) In the event of the Client’s default in payment, the Consultant is further entitled to demand a lump sum of EUR 40 (Section 288(5) BGB). This lump sum shall be set off against any damages owed to the extent that the damage consists of the costs of legal action.
(4) The Client is entitled to set off only with counterclaims that are undisputed, finally established by a court, or ready for decision. A right of retention may be exercised only insofar as it is based on the same contractual relationship.
(5) If the Client is in default with a not insignificant payment, the Consultant is entitled, after prior notice and the setting of a deadline, to suspend further performance of the services until the outstanding claims have been settled in full.
(6) The Consultant is entitled to transmit invoices in electronic form, in particular as an electronic invoice in a structured format in accordance with the applicable statutory requirements (e-invoice). The Client shall ensure that electronic invoices can reach it at the e-mail address designated by it for this purpose, and consents to receiving electronic invoices.
§ 7 Performance of the Services
(1) The Consultant performs the services according to its own professional judgement and is free in the arrangement of its activity, unless otherwise provided in the contract. It is not bound by instructions of the Client with regard to the professional execution.
(2) Dates and deadlines are binding only if they have been expressly agreed as binding. Stated periods are otherwise non-binding target values and are subject to the proviso of proper cooperation by the Client.
(3) The Consultant is entitled to use professionally qualified vicarious agents, subcontractors or cooperation partners to perform its services. In this case, the Consultant remains the Client’s sole contractual partner and responsible for the contractual performance of the services.
(4) Depending on the agreement, the services are performed at the Client’s premises, at the Consultant’s premises or in the form of remote consulting. The choice of the form of performance shall be made by mutual agreement, insofar as it is not already specified in the offer.
(5) If, after conclusion of the contract, the Client wishes to make changes or extensions to the scope of services (change request), the Consultant shall examine the effects on the schedule and remuneration and submit a corresponding offer to the Client. Implementation shall take place only after mutual agreement in text form.
§ 8 Cancellation of Appointments and Cancellation Fee
(1) For firmly agreed appointments, in particular for training courses, workshops, audits and other on-site services, the following provisions on cancellation fees shall apply, unless otherwise agreed in the individual case.
(2) If the Client cancels or postpones a firmly agreed appointment, a cancellation fee shall be payable as follows, based on the fee agreed for the appointment:
a) for a cancellation more than 30 calendar days before the appointment: free of charge;
b) for a cancellation 14 to 30 calendar days before the appointment: 25% of the agreed fee;
c) for a cancellation 7 to 14 calendar days before the appointment: 50% of the agreed fee;
d) for a cancellation less than 7 calendar days before the appointment: 100% of the agreed fee.
(3) In addition to the cancellation fee under paragraph 2, external costs already incurred and not cancellable (in particular travel and accommodation costs) shall be reimbursed by the Client. Saved expenses, as well as advantages arising from otherwise using the capacity freed up as a result of the cancellation or postponement, shall be credited against the cancellation fee under paragraph 2. The Client reserves the right, both with regard to the cancellation fee under paragraph 2 and with regard to the external costs under sentence 1, to prove that the Consultant incurred no damage or substantially lower damage.
(4) If the Consultant is prevented from carrying out an appointment for reasons for which it is not responsible (in particular illness or force majeure), it shall inform the Client without undue delay and offer an alternative appointment. Further claims of the Client on account of the postponement are excluded, insofar as the Consultant is not at fault; § 11 remains unaffected.
§ 9 Contract Term, Termination and Withdrawal
(1) Project-related contracts end upon the complete provision of the service owed, unless a different term has been agreed.
(2) Continuing obligations concluded for an indefinite period (in particular the ongoing support of a quality management system) may be terminated by either party by ordinary termination in text form giving four weeks’ notice to the end of a month, unless a different notice period has been agreed. Insofar as the services constitute services of a higher nature entrusted on the basis of particular confidence, the right of termination at any time under Section 627 BGB is excluded; the aforementioned notice periods shall apply in its place. The right to extraordinary termination for good cause (Section 626 BGB) under paragraph 3 remains unaffected.
(3) The right of both parties to extraordinary termination for good cause remains unaffected. Good cause exists for the Consultant in particular if the Client, despite the setting of a deadline and a warning, fails to fulfil its essential duties of cooperation or payment.
(4) In the event of premature termination of the contract, the Consultant is entitled to remuneration for the services duly rendered up to the termination. If the termination is based on a circumstance for which the Client is responsible, further statutory claims of the Consultant remain unaffected.
(5) Terminations and declarations of withdrawal require at least text form to be effective.
§ 10 Performance Disruptions and Warranty
(1) Insofar as the Consultant’s services constitute services within the meaning of Sections 611 et seq. BGB, the Consultant owes the professional performance of its activity in accordance with the recognised rules of its field. A warranty right within the meaning of sales law or contract-for-work law does not exist in this respect.
(2) Insofar as, in an individual case, the creation of a distinct, acceptance-capable work result is expressly agreed (in particular a specific management manual), the statutory provisions of contract-for-work law shall apply with the following provisos:
a) the Client must give notice of obvious defects without undue delay, at the latest within two weeks of the handover of the work result, in text form;
b) in the case of a justified defect, the Consultant is initially entitled and obliged to provide subsequent performance;
c) only after a reasonable subsequent performance has failed shall the Client be entitled to the further statutory rights.
(3) No guarantee is assumed for the achievement of a particular outcome, in particular for the attainment of a certification (cf. § 3). Insofar as complaints are based on incorrect, incomplete or belatedly provided information of the Client, no claims against the Consultant shall exist in this respect.
§ 11 Liability and Limitations of Liability
(1) The Consultant is liable without limitation for damage arising from injury to life, body or health that is based on an intentional or negligent breach of duty, as well as for other damage that is based on an intentional or grossly negligent breach of duty.
(2) In the event of a slightly negligent breach of essential contractual obligations (cardinal obligations), the Consultant’s liability is limited in amount to the foreseeable damage typical for this type of contract at the time the contract was concluded. Essential contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely.
(3) In the event of a slightly negligent breach of non-essential contractual obligations, the Consultant is not liable.
(4) Liability under mandatory statutory provisions, in particular under the German Product Liability Act (Produkthaftungsgesetz), as well as liability arising from an assumed guarantee, remains unaffected.
(5) Insofar as the Consultant’s liability is limited or excluded under the preceding paragraphs, this shall also apply to the personal liability of its vicarious agents, employees and representatives.
(6) The foregoing limitations of liability do not apply insofar as the Consultant has fraudulently concealed a defect. The foregoing provisions do not entail any change in the burden of proof to the Client’s detriment.
§ 12 Rights of Use in Work Results and Intellectual Property
(1) In respect of the work results created within the scope of the assignment (in particular documentation, manuals, concepts, evaluations and presentations), the Consultant grants the Client a simple, non-exclusive and non-transferable right of use for the Client’s own internal purposes provided for in the contract.
(2) The grant of the right of use is subject to the condition precedent of full payment of the remuneration owed for it. Until payment in full, all rights in the work results remain with the Consultant (retention of title).
(3) The methods, templates, sample documents, checklists and tools used by the Consultant, as well as the underlying know-how, remain the exclusive intellectual property of the Consultant. The Client acquires no rights therein beyond the use of the specific work result.
(4) The Consultant is entitled to continue to use and further develop, for other assignments, the general knowledge gained within the scope of the assignment, as well as generic, non-client-specific templates and building blocks.
(5) Passing the work results on to third parties, or using them for purposes other than those agreed, requires the Consultant’s prior consent in text form, unless a mandatory statutory right of the Client provides otherwise.
§ 13 Confidentiality and Secrecy
(1) The parties undertake to keep secret all confidential information of the other party that becomes known to them within the scope of the cooperation, not to pass it on to third parties, and to use it exclusively for the purposes of performing the contract. In particular, trade and business secrets, as well as information marked as confidential or evidently confidential by its nature, shall be deemed confidential.
(2) The duty of confidentiality shall continue to apply after termination of the contractual relationship, for as long as and insofar as a legitimate interest in confidentiality exists.
(3) The duty of confidentiality does not apply to information that (a) is generally known or becomes generally known without breach of this obligation, (b) was demonstrably already known to the receiving party before disclosure, (c) was lawfully obtained from an authorised third party, or (d) must be disclosed on the basis of a statutory obligation or a court or official order. In the case of letter (d), the disclosing party shall, insofar as legally permissible, inform the other party in advance.
(4) The Consultant is entitled to name the Client as a reference customer subject to prior consent in text form. Without such consent, no naming shall take place.
§ 14 Data Protection
(1) The parties shall comply with the applicable data protection provisions, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
(2) Insofar as the Consultant processes personal data on behalf of the Client within the scope of the performance of the services, the parties shall conclude a separate data processing agreement pursuant to Article 28 GDPR before the processing begins.
(3) Information on the processing of personal data by the Consultant in connection with the initiation and performance of the contractual relationship is set out in the Consultant’s privacy policy.
§ 15 No Legal or Tax Advice
(1) The Consultant provides consulting services in the field of quality management. It does not provide legal advice within the meaning of the German Legal Services Act (RDG) or tax advice within the meaning of the German Tax Consultancy Act (StBerG).
(2) The Consultant’s notes on legal, regulatory or tax framework conditions serve exclusively for general orientation and do not replace advice from the professionals authorised for this purpose (in particular lawyers and tax advisors). Obtaining such advice is the sole responsibility of the Client.
(3) The Client itself remains responsible for compliance with the statutory and regulatory requirements applicable to it.
§ 16 Force Majeure
(1) Events of force majeure that substantially impede or render impossible a contracting party’s performance in accordance with the contract shall release the affected party from its obligation to perform for the duration of the disruption and to the extent of its effect. Force majeure means all events beyond the will and influence of the parties that were unforeseeable at the time of conclusion of the contract and for which the affected party is not responsible, in particular natural disasters, epidemics and pandemics, war, terrorism and civil unrest, sovereign measures, energy and raw-material shortages, large-scale failures of the telecommunications, IT or energy infrastructure, as well as lawful industrial action.
(2) The affected party shall inform the other party without undue delay in text form of the occurrence, the expected duration and the effects of the force majeure, and shall make reasonable efforts to limit the effects. Agreed dates and deadlines shall be extended by the duration of the disruption plus a reasonable restart period.
(3) If the event of force majeure lasts longer than two months, either party is entitled to terminate the contract or assignment affected thereby by declaration in text form. Services already rendered shall in this case be remunerated in accordance with § 9(4). Further claims on account of the disruption caused by force majeure do not exist, insofar as the affected party is not responsible for the disruption.
§ 17 Final Provisions
(1) The place of performance is, insofar as legally permissible, the Consultant’s registered office in Viersen.
(2) The exclusive place of jurisdiction for all disputes arising out of and in connection with the contractual relationship is, insofar as legally permissible, the Consultant’s registered office in Viersen, provided that the Client is a merchant, a legal person under public law or a special fund under public law. The Consultant remains entitled to sue the Client also at the Client’s general place of jurisdiction.
(3) The law of the Federal Republic of Germany applies exclusively, to the exclusion of its conflict-of-law rules and of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(4) Communication between the parties shall, as a matter of principle, take place in text form, in particular by e-mail. Declarations transmitted electronically shall be deemed received when they have arrived, ready for retrieval, at the address last notified. Each party shall notify the other without undue delay of any changes to its contact details.
(5) Amendments and supplements to the contract and to these GTC require at least text form. This also applies to the cancellation or amendment of this form requirement. Individual agreements within the meaning of § 1(5) remain unaffected.
(6) Should individual provisions of these GTC or of the contract be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected thereby. The statutory provision shall apply in place of the invalid or unenforceable provision.
(7) These GTC are drawn up in a German and an English version. The German version is the authoritative version. In the event of discrepancies or differences of interpretation between the two versions, the German version shall prevail.
Q-003-v1e (Version: July 08, 2026)