Terms & Conditions

General Terms and Conditions of Roman Rittweger Advisors in Healthcare GmbH for Consultation Services

The following “Terms and Conditions” apply for contracts between Roman Rittweger Advisors in Healthcare GmbH, Vilshofener Strasse 8, 81679 Munich (hereinafter named “RRAIHC”) and its clients as far as otherwise is not expressly agreed in writing or mandated by law. The Terms and Conditions below apply for all orders for consultation, planning, organisation, and examination work on a service contract basis as far as otherwise does not arise from the RRAIHC offer or from written agreements between the parties.

1. Scope and Execution of the Order

The order issued is controlling regarding the scope of the services to be performed by RRAIHC. The order will be executed according to the principles of proper professional practice. RRAIHC shall assume that the information and documents which are named by the client and relevant are correct.

2. Secrecy Obligation

RRAIHC is obligated to maintain secrecy with regard to all facts of which it has gained knowledge in connection with the execution of the order, unless the client releases RRAIHC in writing from this obligation. The secrecy obligation continues even after the ending of this contractual relationship. The secrecy obligation also exists to the same extent for the employees of RRAIHC as well as its freelances and third parties appointed by RRAIHC. The secrecy obligation shall not exist where necessary to protect legitimate interests of RRAIHC. In this respect, RRAIHC is also released from the secrecy obligation where it is obliged to give information and cooperation according to the terms of any professional liability insurance. RRAIHC may issue reports, opinions, and other written statements on the results of its activity to third parties only with the consent of the client.

3. Duty of Loyalty

The contract partners commit to maintain mutual loyalty. In particular, before the expiration of twelve months after the ending of the collaboration, they shall refrain from hiring or other engagement of employees of the contract partner which have been active in connection with the order execution. A breach against this provision shall result in liquidated damages of €25,000.

4. Liability

4.1 Except for personal injury, RRAIHC shall be liable to the client for damages only in the case of serious fault (intent or gross negligence). This also applies mutatis mutandis for damages stemming from third parties involved by the contractor.

4.2 Damage compensation claims of the client can only be judicially asserted within six months from discovery of the damage and the tortfeasor, but no later than three years after the incident giving rise to the claim.

4.3 The client shall produce evidence that the damage is attributable to the fault of RRAIHC or to one of RRAIHC’s vicarious agents.

4.4 If RRAIHC performs services with the help of third parties, and in this connection warranty and/or liability claims arise against these third parties, then RRAIHC shall assign these claims to the client. In this case the client shall primarily refer to these third parties.

5. Duties of the Client

5.1 The client is obliged to cooperate to the extent necessary for proper execution of the order. In particular, without the need for a request, the client shall hand over all documents to RRAIHC necessary for the execution of the order, completely and in a timely manner so that RRAIHC is provided with a reasonable processing time. The same applies for the disclosure of all processes and circumstances which could be important for the execution of the order. The client is obliged to take note of all written and verbal notifications from RRAIHC and to discuss further in cases of doubt.

5.2 The client shall refrain from anything which could interfere with the execution of the order. The client commits to only disclose work results of RRAIHC with RRAIHC’s written consent as far as the disclosure consent concerning a specific third party is not already found in the order content.

6. Client’s Failure to Cooperate and Acceptance Delay

If the client fails to cooperate as so obliged under §5 or otherwise, or if he delays the acceptance of the services offered by RRAIHC, then RRAIHC is entitled to set a reasonable period to remedy the situation and declare that it refuses to continue the contract after the deadline has expired. After unsuccessful expiration of the period, RRAIHC may terminate the contract without notice (see §9 para. 2). RRAIHC’s claim to compensation for extra expenditures incurred and damages caused due to the client’s delay or failure to cooperate remains unaffected, even if RRAIHC does not make use of the termination right.

7. Remuneration Calculation

The remuneration is calculated based on the fee agreed with the client. For activities which may not result from the agreement or do not clearly result from such, where there is doubt, the usual remuneration applies (§612 para. 2 and §632 para. 2 German Civil Code (BGB)).

8. Remuneration, Accounts Settling, Payment Conditions

8.1 The prices named in the RRAIHC offer are decisive, plus any applicable value-added taxes. Additional services which are not contained in the offer are to be separately compensated. This especially applies for extra expenditures resulting from presentation of data in a non-digitalised form, necessary and reasonable use of third-party services, expenses incurred for licences, research commissioned, test services and legal checks, as well as services which due to circumstances for which the client is responsible, are rendered outside of business hours. If not already set as travel and overhead lump-sum in individual contracts, then transportation costs and expenses for travel will be charged at cost.

8.2. External and materials’ costs of will be separately invoiced. All cost which stem from the hiring of a third party are included here. Here, RRAIHC differentiates between materials and external costs, additional handling and travel costs. External costs incurred from production work (e.g. printing costs), will be passed on with a commission of 15 percent for the services rendered by the third party as well as the assumption of the payment service (handling costs); upon request the external invoices will be presented. Where applicable, the handling can also be calculated based on time, or compensated with a lump-sum basis fee. Upon request other external costs or costs for additional services, e.g. for the use of cutting services, event costs, licence fees, legal consultation, insurance, etc., will be charged as processing costs upon provision of proof; upon request the external invoices will be presented.

Where applicable, RRAIHC is entitled to invoice the contract partner for prepayments made for such purposes.

8.3 Before the start of work, for all internal or external services which exceed the agreed lump-sum fee, RRAIHC will issue for approval a cost estimate to the contract partner for the services to be rendered in each case. The cost estimation contains at a minimum for example, the incidental individual services, the expected external services as well as expenditures. Cost estimates and calculations are non-binding unless this is assured expressly and in writing. Anticipated exceedance of the preliminary calculation or of the cost estimate of more than 10%, will be immediately notified to the contract partner after realisation of the circumstances, unless the client has caused this situation. External and ancillary costs are to be compensated separately upon presentation of evidence if another agreement is not expressly made. Upon a material change to the contractual duties of RRAIHC for the purpose of adjustment to the interests of the contract partner, RRAIHC can invoice the necessary extra expenditures. This also applies for the comprehensive check of whether and under what conditions the change or expansion is executable, as far as RRAIHC pointed out the necessity of this check.

8.4 If otherwise is not agreed, RRAIHC’s claim to the fee begins for each individual service as soon as it is rendered. The invoice will be sent per email (pdf) or via post to the customer and shall be settled without deduction no later than 30 days after invoicing. For long-term contracts, monthly fees are to be paid monthly in advance and are due upon invoicing. Other fees shall be due upon the rendering of the service and invoiced to the contract partner.

8.5 For projects, RRAIHC can invoice 50% of the offer sum upon the placing of the order. The remaining 50% is due after acceptance or completion of the service. The contract partner is hereby alerted to the fact that RRAIHC credits payments first to older debts. If costs have already incurred for legal procedure such as reminder costs, then RRAIHC may credit payments from the customer initially to these costs, then to interest, and lastly to the main service.

8.6 If the contract partner changes or prematurely cancels the order, work or comprehensive planning, then the client shall reimburse RRAIHC for all costs incurred and release and hold RRAIHC harmless from all liabilities toward third parties. The assertion of further claims remains unaffected by this.

8.7 In the event of payment delay, RRAIHC may demand delay interest of 8% over the basis rate of the European Central Bank at the time. The assertion of provable damages in excess of such remains unaffected by this. The delay interest accrues upon exceeding or completion of the service. The contract partner is hereby alerted to the fact that RRAIHC credits payments first to older debts. If costs have already incurred for legal procedure such as reminder costs, then RRAIHC may credit payments from the customer initially to these costs, then to interest, and lastly to the main service.

9. Termination of the Contract

9.1 The contract ends with the fulfilment of the agreed services, the expiration of the agreed term, or by termination. The contract does not end by death, by the occurrence of legal incapacity of the client, or in the case of a company, by its dissolution.

9.2 A contract concluded for an indefinite period can, if and to the extent that it is a service contract in the sense of §§ 611, 675 BGB, be terminated by either contract partner according to the provisions of §§ 626 BGB et seq.; the termination shall occur in writing. As far as deviations from this are made in individual cases, a written agreement is required which is to be issued separately and is to be delivered to the client along with these General Terms and Conditions upon contract conclusion.

10. Storing, Release, and Retention Right regarding Work Results and Documents

10.1 RRAIHC shall store the documents for one year after ending of the order. This obligation expires before the ending of this period if RRAIHC requests in writing that the client take receipt of the documents and the clients does not do so within one month after receiving the request.

10.2 Upon request of the client, RRAIHC shall release the documents to the client within a reasonable time period. RRAIHC make and retain transcripts or photocopies of documents which it gives back to the client.

10.3 RRAIHC can refuse the release of its work results and the files until it is satisfied regarding its fees and expenditures. This does not apply to the extent that based on the circumstances and in particular due to the relative insignificance of the amounts owed, the retention would breach good faith.

11. Copyrights and Rights of Use

11.1 All rights to the preliminary work, e.g. drafts and concepts as well as other work results, in particular copyrights, rights of use and ownership, remain with RRAIHC even after handing over of work results to the client, as far as they are not expressly assigned in writing. With full payment, the contract partner acquires the use rights to work performed by RRAIHC in the scope of this order in the contract territory for the agreed purpose and in the agreed scope for the term of the contract, where this grant of rights is possible under German law or the actual circumstances. As far as otherwise is not agreed, only the simple right of use is assigned in each case. A separate prior fee agreement is generally required for the assignment of use rights to third parties.

11.2 The client warrants that it possesses all rights to the transmitted data and materials necessary for the execution of the order. The client releases RRAIHC from all claims of third parties which arise due to the violation of third-party claims or statutory provisions during the execution of the order. Further, RRAIHC shall be released from the costs of necessary legal defence. The client is obliged to support RRAIHC in good faith with information and documents in the legal defence against third parties.

11.3 If third parties (vicarious agents) are used in the contract fulfilment, then if possible, RRAIHC shall acquire the necessary use rights and grant such to the contract partner to the same extent. The contract partner warrants that the content which it provides (texts, pictures, logos, etc.) is free from the rights of third parties which exclude or restrict the use as according to the contract. The contract partner releases RRAIHC from all such third-party claims.

11.4 If the contract partner wants to in whole or part, exceed the originally agreed purpose or scope of the work produced by RRAIHC, or to use such abroad, a separate prior fee agreement is required. The same applies if the contract partner wants to continue using the work produced by RRAIHC after the ending of the collaboration, unless all use rights were already compensated.

 

11.5 Suggestions of the contract partner or its other cooperation, have no influence on the amount of the remuneration. Such does not justify joint copyright. Upon use of templates of the customer, RRAIHC assumes that such are not encumbered with third-party rights or that the customer possesses the use rights necessary for the order.

11.6 As a matter of principle, all distributions are the property of RRAIHC or where applicable, of its media partner. They will not be disclosed externally. Only the index of individual distributions will be provided to customers on request. All services and even individual parts thereof, remain the property of RRAIHC.

12. Applicable Law and Place of Performance

German law applies exclusively for the order, its execution, and the claims arising therefrom. Place of performance is the place of the business branch of RRAIHC in Munich.

13. Effectiveness in the event of Partial Invalidity

Should provisions of these Terms and Conditions be invalid, such shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid one which comes as close as possible to the intended objective.

14. Changes and Additions

Modifications and additions to these Terms and Conditions require written form. Changes to these Terms and Conditions will be notified on the RRAIHC internet site www.advisorsinhealthcare.com.

General Terms and Conditions of Roman Rittweger Advisors in Healthcare GmbH for the Booking of Events (Conferences, Seminars, etc.)

The following “Terms and Conditions” apply for contracts between Roman Rittweger Advisors in Healthcare GmbH, Vilshofener Strasse 8, 81679 Munich (hereinafter named “RRAIHC”) and the participants of its seminars, conferences, etc. (in the following named “Events”)

1. Registration

1.1 The registration for an Event occurs online or by using the registration form in writing via letter, fax, or email, in each case with acceptance of these General Terms and Conditions. When using the registration form, the participant has the chance to check its entries for correctness and completeness and to make corrections before sending.

1.2 The registration to an Event is binding and is deemed accepted by RRAIHC if RRAIHC does not object to the registration within 10 days after receipt. Independent of this, the participant shall receive a confirmation of registration from RRAIHC.

2. Costs

2.1 The participation fee is per person and Event date plus statutory sales tax, and is due upon receipt of the invoice. As far as advertised in the service description of the respective Event, it comprises conference documents, lunch, and refreshments. The content of the respective Event is found in the course description on www.advisorsinhealthcare.com. Additional costs do not arise.

2.2. The participants can only offset claims legally established or recognised in writing by RRAIHC. The participant is entitled to exercise a right of retention only to the extent that his counterclaim concerns the same contractual relationship.

3. Service

3.1. RRAIHC reserves the right to make changes to the program as long as the overall character of the Event is preserved. Change in speakers, immaterial changes in the Event proceedings or a reasonable relocation of the Event location, do not justify a reduction in price or revocation of the contract.

3.2. If RRAIHC must cancel an Event due the non-achievement of the minimum number of participants, or in cases of force majeure such as natural catastrophes, illness of the speaker, or unforeseeable occurrences, no claim to the execution of the Event exists.

In this case, the participants will be refunded the full participant fee without delay. Further claims only exist for intent or gross negligence.

3.3. The participants will be promptly informed of program changes or a cancellation. The cancellation due to a low participant count will occur no later than two weeks before the Event.

3.4. In cases of service disruptions which arise, RRAIHC shall strive to take all reasonable measures for the removal or limitation of the disruption.

4. Cancellation

Cancellation is not possible. A replacement participant can however be named at any time and without the levying of a fee.

5. Liability

5.1. RRAIHC shall be liable for intent, gross negligence, for the injury to the body, life, or health, and in cases mandated by law according to the statutory provisions. Further, in accordance with the statutory provisions, RRAIHC shall be liable if a duty is culpably breached where compliance with such is of particular importance for the achievement of the contract purpose (cardinal duty). In this case the damage compensation liability is limited to the foreseeable and typically occurring damage.

5.2. RRAIHC is not liable for damages arising due to force majeure, riot, war, and acts of nature or other occurrences for which RRAIHC is not responsible (e.g. strike, lockout, traffic jams, and acts of government domestically or abroad).

5.2. RRAIHC takes over no liability for the currency, correctness, and completeness in reference to the conference documents and the execution of the Event.

6. Documents

If the conference documents are provided by RRAIHC to the participants in the scope of the Event, whether in electronic or printed form, these are copyright protected. The rights to the content of the documents for which RRAIHC does not take over any liability, belong to RRAIHC. The documents may not be given to third parties or otherwise distributed or copied.

If the conference documents are provided by RRAIHC to the participants in the scope of the Event, whether in electronic or printed form, these are copyright protected. The rights to the content of the documents for which RRAIHC does not take over any liability, belong to RRAIHC. The documents may not be given to third parties or otherwise distributed or copied.

7. Right of Revocation for Consumers

According to §14 of the BGB, whosoever concludes a contract for a purpose, to which neither a commercial nor a self-employed professional activity can be attributed, he is considered a consumer and entitled to revocation as follows:

Revocation Notification:

You may revoke your contract signature in writing (e.g. email, fax, letter) within 14 days without grounds. The period starts after receipt of this notification in written form, however, not before contract conclusion. The timely sending of the revocation suffices to preserve the revocation period.

The revocation is to be directed to: Roman Rittweger Advisors in Healthcare GmbH, Vilshofener Strasse 8, 81679 Munich; via email to: info@advisorsinhealthcare.com.

8. Data Protection

The names and data of participants will be stored in compliance with the applicable data protection regulations. The names may be provided to the other participants in a participant list if such was not objected to.

9. Hotel Booking

Hotel room reservations are to be made independently by the participants as self-payers. Upon request RRAIHC will send the participants information on hotel contingents on special terms, and establishments in the vicinity of the Event location. RRAIHC has no obligation to ensure hotel contingents with special terms.

10. Applicable Law and Place of Performance

German law applies exclusively for the order, its execution, and the claims arising from it. Place of performance for the Event service owed by RRAIHC is the Event location chosen by RRAIHC; otherwise the place of performance is Munich.

11. Effectiveness in the event of Partial Invalidity

Should provisions of these Terms and Conditions be invalid or become invalid, such shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid one which comes as close as possible to the intended objective. 12. Side Agreements, Changes

Side agreements and stipulations which deviate from these General Terms and Conditions require written form. Changes to these General Terms and Conditions will be notified on the RRAIHC internet site www.advisorsinhealthcare.com.