General Terms and Conditions

This is a convenience translation. The legally binding version is the German version of these terms and conditions (AGB); in case of any discrepancy, the German version prevails.

These general terms and conditions apply to contracts between Uta Herzberg (hereinafter "Herzberg Consulting Services" or "Contractor") and companies or private individuals wishing to use the services of Herzberg Consulting Services (hereinafter "Client").

§ 1 General

1. Herzberg Consulting Services offers comprehensive advice and preparation on all questions in the run-up to, as well as in the concrete execution of, relocation and home-finding services. These general terms and conditions in their currently valid version apply exclusively to all consultations and services provided by Herzberg Consulting Services in this context. We do not recognise any terms of the Client that conflict with or deviate from our general terms and conditions, unless we expressly agree to their validity in writing before the assignment or consultation is carried out by Herzberg Consulting Services.
2. Agreements made with the Client in individual cases (including side agreements, supplements and amendments, insofar as these have been agreed in writing) in any case take precedence over these terms and conditions.
3. The law of the Federal Republic of Germany applies exclusively. For consumers, this choice of law applies only insofar as the protection granted by mandatory provisions of the law of the state in which the consumer has their habitual residence is not withdrawn. The application of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG — UN Sales Convention) is excluded.
4. The contract language is German.

§ 2 Offer and conclusion of contract

1. The range of services of Herzberg Consulting Services as presented on one of the internet platforms www.herzberg-relocation.de, www.wirfindendeinwohnglueck.de or www.wfdw.de is non-binding and can, if applicable, be modified according to the wishes and requirements of the customer. The range of services presented is not exhaustive. Further services can be requested from Herzberg Consulting Services by phone or in writing, after which an individual offer will be prepared.
2. After the Client's written acceptance of the offer, a contract only comes into existence when the Contractor declares acceptance of the Client's offer or when the Contractor begins performing the services without an express declaration of acceptance ("welcome email").
3. Insofar as the contracting parties communicate by electronic mail (email), and in particular submit contractual declarations by this means, they recognise the unrestricted validity of the declarations of intent transmitted in this way.

§ 3 Scope of services

1. The contractual obligations of Herzberg Consulting Services are determined by the service content specified in the assignment, the prices contained therein and the corresponding order confirmation.
2. Representation of the Client or the service recipient by Herzberg Consulting Services in legal transactions involving legal obligations, in particular payment or liability obligations of the Client or the service recipient, is excluded by Herzberg Consulting Services, unless a deviating written agreement has been made between the parties.
3. Herzberg Consulting Services does not guarantee that contracts brokered through Herzberg Consulting Services, or contracts initiated through agents referred by Herzberg Consulting Services, will actually come into existence or remain in force.
4. Herzberg Consulting Services does not provide legal advice. It is expressly pointed out that legal information constitutes only non-binding advice and recommendations.
5. Herzberg Consulting Services is entitled to have its services performed by third parties, unless a deviating written agreement has been made between the parties.

§ 4 Obligations of the Client

1. The Client cooperates in the performance of the contract by providing Herzberg Consulting Services with all documents, records and information necessary for the performance of the assignment, at their own expense, in good time and in full. Herzberg Consulting Services informs the Client in advance which documents, records and information are required for the respective performance of the contract.
2. Herzberg Consulting Services is not liable for omissions and consequences attributable to the absence of necessary documents and information to be procured by the Client, or to appointments not kept by the Client or the service recipient.
3. All documents, data and information provided to the Client by Herzberg Consulting Services serve exclusively the performance of the assignment. Forwarding to third parties is permitted only with the prior written consent of Herzberg Consulting Services.
4. Until the signing of a lease, the Client informs Herzberg Consulting Services immediately of all facts and changes in circumstances that are directly relevant in connection with the commissioned service (e.g. rental properties searched for/found by the Client independently, as well as direct contact by the Client with landlords/owners/agents etc.).

§ 5 Prices

1. Prices are valid for 14 calendar days from the date of the offer and do not include any other taxes, fees of the real-estate agent (of the property found), rent payments etc., unless a deviating agreement has been made in writing between the Client and Herzberg Consulting Services.
2. For other services that were not agreed at the time the contract was concluded, or for which no price had been agreed at the time they were ordered, the Contractor will submit a corresponding offer to the Client before the service is provided. The provision of the service begins upon acceptance of this offer by the Client.
3. Expenses of the Contractor towards third parties that are not part of the contractually agreed service are invoiced to the Client, but only if the Client has expressly consented in advance to the service underlying the expenses.

§ 6 Terms of payment

1. The remuneration of Herzberg Consulting Services is based on the respective assignment.
2. All invoiced services (and, where applicable, expenses) are due and payable without deduction 14 calendar days after invoicing, unless otherwise agreed in writing. The payment must be received by Herzberg Consulting Services in the full amount of the invoice. In the event of non-payment within 14 calendar days of invoicing, the customer is automatically in default without further reminder.
3. For booked packages (= several different services, also bookable individually, combined into a discounted package), invoicing takes place upon performance of the respective main service, i.e. for packages including an apartment/house search, upon presentation of a rental or purchase contract for an apartment/house signed by both parties.
4. The remuneration claim of Herzberg Consulting Services exists independently of claims of third parties arising against the Client and/or the service recipient, in particular as a result of their unilateral actions.
5. Herzberg Consulting Services reserves the right to request a service fee of an appropriate amount before execution of the assignment. The service fee is offset against a final invoice amount.

§ 7 Contract term & termination/cancellation

1. The contract term is determined by the respectively agreed contract period.
2. The Client can cancel/terminate the contract at any time without observing a notice period. Herzberg Consulting Services can terminate the contract only for good cause. Good cause entitling the Contractor to terminate exists in particular if the Client breaches their obligations set out in § 4, thereby making the execution of the assignment impossible or substantially more difficult.
3. The termination of services must in each case be made in writing, by post or by email. For the timeliness of the Client's cancellation by post or email, the date of receipt of the declaration of withdrawal by Herzberg Consulting Services is decisive.
4. Unless otherwise agreed in writing, upon termination of commissioned services by the Client, at least the service fee already paid is retained by Herzberg Consulting Services as compensation for expenses.
5. In addition, in the event of early termination/cancellation of the contract by the Client, Herzberg Consulting Services can demand remuneration according to work progress in the following amount (the service fee already paid is credited accordingly):

   For packages: after the start of the property search, 40% is due; from the 5th viewing 65%, from the 8th viewing 85%, and after a successful search (= signed lease), regardless of the number of properties viewed, in any case 100% of the agreed total remuneration — even if, due to the termination/cancellation, the Client no longer requires further individual services included in the package. Individual services already fully rendered at the time of termination are in any case invoiced in full.

   For the pure property search booked individually (not as part of a package; also referred to as "home search", "Wohnungssuche", "Wohnglück-Suche", "Wohnglück-Findung" or similar), after the start of the property search 50% is due; from the 5th viewing 75%, and from the 8th viewing 100% of the total remuneration agreed for this individual service. In the event of a successful search (= lease signed by both parties), regardless of the number of properties viewed, in any case 100% of the agreed total remuneration is due.

   For all other services, the following applies: 50% of the agreed amount for each booked individual service after the start of the activity; 100% of the agreed amount for each booked individual service after completion of the activity.

6. In any case, after a successfully signed lease, or after reaching the maximum agreed number of viewings, or after reaching the maximum agreed search period, either the remuneration for the commissioned individual home-finding service or, in the case of a booked package, the full remuneration for the package is due, depending on the assignment. This does not affect agreements concluded individually between Client and Contractor regarding a possible free extension of the search period or additional free viewings.

§ 8 Set-off and right of retention

The Client is entitled to set-off, retention or reduction only if the counterclaims asserted by the Client have been established by a final court decision or have been expressly acknowledged by Herzberg Consulting Services.

§ 9 Liability

1. Herzberg Consulting Services does not provide legal advice. Insofar as Herzberg Consulting Services gives non-binding legal recommendations or advice that leads to damage for the contracting partner, Herzberg Consulting Services is liable only for intentionally incorrect information.
2. In all other respects, Herzberg Consulting Services is liable without limitation for intent and gross negligence and in accordance with the German Product Liability Act. For slight negligence, Herzberg Consulting Services is liable for damage resulting from injury to life, body and health of persons, as well as for the breach of essential contractual obligations, i.e. obligations whose fulfilment makes the proper execution of the contract possible in the first place and on whose observance the contracting partner may regularly rely.
3. Liability for slight negligence is limited in amount to the damage foreseeable at the time the contract was concluded, the occurrence of which must typically be expected. This limitation of liability also applies in favour of the employees, staff, representatives and vicarious agents of Herzberg Consulting Services.
4. Herzberg Consulting Services is not liable for damage caused outside its area of responsibility by third parties who are not vicarious agents of Herzberg Consulting Services, nor for information and data based on statements of third parties.
5. Herzberg Consulting Services is likewise not liable for translations carried out at the Client's request by Herzberg Consulting Services or, as commissioned, assigned to external specialist translators.

§ 10 Force majeure

Force majeure, industrial disputes, unrest, official measures and other unforeseeable, unavoidable and serious events release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effect. This also applies if these events occur at a time at which the affected contracting party is in default. The contracting parties are obliged, within the bounds of what is reasonable, to provide the necessary information without delay and to adapt their obligations to the changed circumstances in good faith.

§ 11 Confidentiality and data protection

1. Herzberg Consulting Services will collect, process and use personal data only for the assignments and projects commissioned by the Client, bound to purpose and instructions. Purpose-bound forwarding of personal data to third parties is possible only with the prior written consent of the Client and service recipient.
2. Personal data is accessible only to the involved employees of Herzberg Consulting Services and the commissioned service provider, insofar as necessary for the processing of the assignment.
3. All employees of Herzberg Consulting Services and the service providers commissioned by it are obliged to maintain confidentiality and to comply with the provisions of data protection law.
4. After completion of the commissioned assignments and projects, personal data is deleted, unless another agreement has been made with the Client and service recipient.
5. With regard to the use, storage and processing of digitally collected personal data in connection with the use of the internet platform www.herzberg-consulting-services.de or www.wirfindendeinwohnglueck.de, reference is made to the separate privacy policy, which is incorporated into all contracts.

§ 12 Copyright protection

1. Herzberg Consulting Services reserves the commercial property rights and copyrights to all digital content, logos, images and other documents (including those published under the brand WIRFINDENDEINWOHNGLÜCK.de). The copyright notices, digital signatures, trademarks and other legal reservations contained in the digital service may not be edited or removed. Digital content may not be further processed, editorially or substantively altered, sold, passed on, published, made available as a download, edited or transferred in any other way by the Client.
2. The same applies to documents handed over in paper form.

§ 13 Place of jurisdiction

1. If the contracting parties are merchants, legal entities under public law or special funds under public law, the parties agree that the place of jurisdiction for all disputes arising from the contractual relationship is the registered seat of Herzberg Consulting Services in Ebersberg.
2. Herzberg Consulting Services is also entitled to bring an action before a court having jurisdiction over the registered office or a branch of the Client.
3. If the Client has no general place of jurisdiction in Germany, or has moved their domicile or habitual residence outside the scope of application of this law after conclusion of the contract, or if the Client's domicile or habitual residence is unknown at the time the action is filed, the place of jurisdiction of Herzberg Consulting Services likewise applies.

§ 14 Final provisions

1. Side agreements as well as amendments and supplements to the contract require written form and, to that extent, the written consent of both contracting parties. Oral side agreements are excluded.
2. The invalidity of individual provisions of this contract or its components does not affect the validity of the remaining provisions. The contracting parties are obliged, in good faith and taking into account the meaning and purpose of the contract and the interests of both parties, to find a valid provision through which no substantial change to the content of the contract is brought about. This also applies if a contractual gap requiring regulation becomes apparent.