General Business and Contract Terms and Conditions with ICUnet.AG
as a member of

§ 1 Scope of the Terms and Conditions
ICUnet.AG offers an extensive portfolio of intercultural consulting (training) and expertise development. For any consultations and services commissioned by ICUnet.AG in this regard, only these general business and contract terms and conditions, in their most current version, shall apply. We do not recognize any conditions any trainer might assert that go against or deviate from these terms and conditions without explicit written consent from ICUnet.AG. Our terms and conditions in particular also apply if consultations and/or services are carried out by the trainer in awareness of conditions on their own part which deviate from or are counter to the terms and conditions set herein by ICUnet.AG, and / or without ICUnet.AG specifically objecting to the deviating or conflicting conditions on the part of the trainer.

§ 2 Task
1.   The trainer will, within the mutually agreed timeframe, conduct interdisciplinary training seminars (“training”) for ICUnet.AG. The services carried out by the trainer will include the preparation and implementation of the training, as well as the ensuring of optimal training quality. Within this framework the trainer is free to carry out the training as they see fit.
2.   The subject of the contract is the independent assignment of the trainer, which shall not exceed a reasonable workload. The trainer carries out their activity socially and economically independent from ICUnet.AG. The parties to the contract agree that this does not constitute an employment relationship with regards to employment and insurance laws.

§ 3 Scope of Services Carried Out, Offer and Acceptance
1.   Any enquiries made by ICUnet.AG regarding prices, amounts or delivery times are non-binding.
2.   Assignments are given to trainers based on individual written agreement per assignment.
3.   A contract is only established upon the delivery of the assignment confirmation by ICUnet.AG in writing, and/or the delivery of the assignment confirmation via electronic mail (E-Mail) respectively.
4.   Insofar as that parties to the contract communicate via electronic mail (E-Mail), especially pertaining to contractual statements made by parties to the contract via electronic mail (E-Mail), they acknowledge the unlimited applicability of any declaration of intent via those means within the bounds set out in the following: Within any E-Mail, information conventionally transmitted may not be suppressed or circumvented through measures that render the user anonymous. To this regard, any E-Mail must contain the name and E-Mail address of the sender, the date and time of delivery, and the name of the sender must be repeated at the end of the message.

§ 4 Remuneration
1.   The content, date and/or timeframe of intercultural trainings as well as the remuneration given to the trainer are dependent on the individual assignment and are recorded in an individual agreement.
2.   Remuneration is given to the trainer according to the prices and terms of the assignment confirmation sent to the trainer by ICUnet.AG and does not contain VAT, any other taxes, travel or accommodation cost, unless such is specifically agreed upon by ICUnet.AG and the trainer.
3.   If the assignment requires travel to another location, any incurred cost for a second class train ticket, a comparable flight in Economy class or travel cost of 0,30€ per kilometer of distance travelled with a personal vehicle (= car) and any associated VAT will be reimbursed. Any trips exceeding a travel distance of 230km must be cleared with ICUnet.AG beforehand. The cost of accommodation for the trainer at a middle class hotel (3 star category max.) within timeframe of the training will be paid by ICUnet.AG. Any bookings will be made through ICUnet.AG travel management.
4.   All other expenses connected with the required performance of the contract are covered by the agreed-upon fee. This applies in particular to expenses, the cost of board (i.e. meal expenditures), the preparation of seminars as well as any additional documentation work.
5.   The trainer agrees to their obligation to repay any overpayments regardless of an existing benefit.
6.   The trainer will issue an invoice for their service within 3 working days after the service has been completed.
7.   Remuneration is due for payment within 30 days of the issuing of the invoice.
8.   The trainer is an individual entrepreneur. ICUnet.AG advises their trainer that they must pay any duties and/or taxes that arise in the rendering of the service.

§ 5 Cancellation Policy

1.   If the seminar is cancelled by the client, ICUnet.AG may charge proportional seminar costs to the client, depending on how much notice has been given. If this is the case the trainer will also receive proportional remuneration in accordance with the following terms:
-      7 – 14 days before the agreed date of training: 30% of remuneration
-      Less than 7 days before the agreed-upon date of training: 50% of remuneration
2.   There is no entitlement to remuneration for a cancellation is a seminar is postponed by the client. In this case the new seminar date will be offered to the trainer. Exception: If the trainer is already conducting a different training for ICUnet.AG at the same time as the new proposed training date, they will receive cancellation compensation according to Section 5(1).
3.   An assignment can only be cancelled by the trainer due to reasons beyond their control, i.e. acts of god. If the trainer cancels their participation due to any other reasons, they are liable to pay all already-incurred costs (already incurred and non-refundable travel costs etc.) in full and reimburse ICUnet.AG accordingly.

§ 6 Performance Clause
ICUnet.AG grants its clients a performance guarantee for their satisfaction. In cases where a participant and/or client is dissatisfied with the performance of the trainer, the training will be repeated without remuneration, if this is requested by the participant or client. In cases where inadequate performance leads to a price reduction or full refund on the part of ICUnet.AG, this will in turn lead to a proportional reduction of the remuneration for the trainer.

§ 7 Usage Rights and Property Rights to Documentation and Work Products
1.      ICUnet.AG retains unspecific and exclusive usage and exploitation rights to any and all work products resulting from an assignment without material, temporal and spatial limitation. The usage rights remain with ICUnet.AG when the business relationship has ended until the end of the statutory term of copyright. The preceding granting of rights of use for all known types of use is satisfied by the agreed fee. ICUnet.AG specifically asserts that section Section 7(1) only extends to those training documents and other work products that are produced within the bounds of contractual relationship with ICUnet.AG.
2.      Role plays, case studies and critical incidents which the trainer makes available to ICUnet.AG as part of their work, are regarded as copyright protected works of the trainer and shall only be used by ICUNet.AG when the author is mentioned by name.
3.      The trainer is obliged to ensure that the rights of third parties are not infringed either by the creation or the use of seminar documents which could lead to claims against ICUnet.AG. They exempt ICUnet.AG from the claims of third parties.
4.      Documents belonging to ICUnet.AG which are given to the trainer for the preparation and implementation of training measures shall not be duplicated as part of their own work nor should they use the contents for their own purposes or those of third parties, unless it concerns generally known or generally available information.

§ 8 Return of Documents
All documents which are given to th4e trainer in connection with their work must be returned immediately after the end of the agreement. The trainer does not have any right of retention.

§ 9 Scientology Declaration
The trainer declares
·     not to work according to a technology of L. Ron Hubbard (e.g. the technology of the leadership of a company) and/or with any other technology connected with Scientology, but to rather completely reject them;
·     not to visit any training measures based on the named technology him-/herself and not to carry them out for others or to advertise them;
·     not to be a member of the IAS (International Association of Scientology).

§ 10 Non-Competition Clause
1.        The trainer, through their activity for ICUnet.AG, is put into contact with different customers of ICUnet.AG. These customers and/or companies have exclusive contractual relationships with ICUnet.AG. The trainer undertakes that they will not work for companies and / or individuals outside this contractual relationship for the duration of this agreement, for whom they have carried out seminars or consultation tasks in the completion of this agreement. Client requests for follow-up events are to be passed on to the contractor ICUnet.AG.
2.        The exchange of personal details (e.g. business cards) between the trainer and seminar participants is only to be carried out for purposes that are explicitly related to the assignment (Feedback, additional documents, etc.) and shall not be used by the trainer for the purpose of attracting customers personally.
3.        If the trainer infringes the non-competition clause, and/or the Scientology declaration mentioned in Section 9, ICUnet.AG is authorized to end the contractual agreement with the trainer. Furthermore ICUnet.AG is entitled to a contractual penalty of the proven damages and approved by the court of law for each case of violation, excluding the continuation of offence. They reserve the right for the enforcement of a further claim for damages.

§ 11 Relationship of the Trainer with Third Parties
The trainer has the right to work for third parties. If the trainer is working or will work for a competitor of ICUnet.AG, the cooperation has to be communicated in written form to ICUnet.AG.

§ 12 Confidentiality/Data Protection
1.      The parties will maintain secrecy about all of the business processes and matters of each party of which they have become aware during the fulfilment of this agreement towards outside parties and other parties not involved, even when the agreement has ended. The duty to maintain confidentiality also extends to any knowledge about to external clients and the contents of the training gained during cooperation.
2.      ICUnet.AG guarantees that their data processing systems and databases satisfy the Federal Data Protection Act, State Protection Act as well as applicable special data protection provisions. This applies in particular with regard to the collection, processing, alteration, transfer and deletion of data and databases.
3.      The trainer guarantees that as part of the fulfilment of the agreement they will not perform any action which violates existing data protection provisions. In particular cases the trainer will coordinate with the person named as being responsible for data protection (data protection officer) by ICUnet.AG.
4.      The trainer obliges any subcontractors which the trainer might appoint in their project work for ICUnet.AG to maintain confidentiality according to Article 28, Sub-section 2, Sentence 2(b) and Section 29 GDPR and advises them as to the penalties attached to breaches.
5.      The trainer is prohibited from processing, publishing, making accessible or otherwise using protected personal data in ways that do not serve its intended lawful purpose. This obligation to maintain confidentiality remains in place upon the termination of the cooperation.

§ 13 Liability
1.      The trainer is fully liable to ICUnet.AG for damages which they or their agents cause to their clients or third parties as part of their work at ICUnet.AG.
2.      If ICUnet.AG faces claims made by clients or third parties for this damage, the trainer must exempt ICUnet.AG from these claims.
3.      The trainer is not liable for damages caused by third parties that are not their agents and outside of the area of responsibility of the trainer; further they are not liable for information and data that is based on statements made by third parties.

§ 14 Special Agreements
1.      The trainer undertakes to inform ICUnet.AG if they are exclusively or predominantly active for ICUnet.AG, if such is the case. Changes to the circumstances of the trainer to this regard must be made known to ICUnet.AG in writing promptly and without being specially requested to do so.
2.      If the trainer breaches the aforementioned commitments, ICUnet.AG can demand reimbursement and future repayment of the employer contributions for social security, if an agency of the health insurance or pension scheme establishes an employment relationship liable for mandatory social security payments.

§ 15 Written Form Clause
Amendments and supplements to these terms – especially to the written form clause –must be made in writing.

§ 16 Termination of the Contract
1.      The individual agreement terminates upon the fulfilment of the agreed-upon services outlined in Section 3 as well as the assignment confirmation.
2.      Upon termination of the agreement, the trainer must return any potential operating documents.

§ 17 Concluding Terms
1.      No supplementary agreements to this contract have been made. Amendments and supplements must be made in writing in order to be legally valid. The same applies to the waiver of a written form requirement.
2.      Should individual terms of this agreement be or become wholly or partly ineffective, the effectiveness of the remaining terms shall not be affected. The parties undertake to replace the ineffective terms with those which are as close as possible to the economic purpose of the ineffective term. The same applies If it turns out that the agreement contains a loophole which requires elaboration.

§ 18 Place of Jurisdiction, Choice of Law
Place of performance and exclusive place of jurisdiction is the registered office of ICUnet.AG. ICUnet.AG is also authorized to take legal action at any other legally appointed place of jurisdiction. The law of the Federal Republic of Germany applies.