General terms and conditions

1. These are the general terms and conditions for the provision of services to customers by our company SHUMEIKO OÜ (registered at 11372561), address Harju County, Rae Municipality, Peetri Village, Vahtra Road 6-2, 75312, e-mail info[at]shumeiko.com with or without subcontractors. Our contracting partner is the company indicated in our tender or contract and invoice.
The competent court is the court for the place where the company we have contracted with is domiciled. However, we reserve the right to choose any other place of jurisdiction where this is legal and practicable.
It is agreed that the applicable law will be the law of the place where our contracting party is established.
Amendments to such agreements and any supplemental statements will only be binding on us if they have been approved in writing by the current formal management of the company. Oral agreements and information are not binding.
2. Consultants have a primarily advisory and supportive role. Therefore, no responsibility is taken for the specific economic success of the project unless confirmed in writing. Thus, the consultancy firm cannot give any guarantee as to the occurrence of appropriate circumstances, irrespective of the presentation of certain results, including explanations in the form of expectations, forecasts or recommendations. It is for the client to assess whether and to what extent the advice is economically beneficial. Therefore, the consultancy firm shall not be liable for any loss of the client's capital investment. In addition, we are not liable for the detection of possible internal deficiencies in the client's system which are not the subject of the consultancy contract. The consulting project does not automatically include the detection of accounting irregularities and other irregularities.
Opinions, statements, presentations and other documents are legally binding only if signed and expressly declared legally binding. . Interim reports and preliminary work products, the preliminary nature of which is expressly defined or which are recognisable from the circumstances, may differ substantially from the final results and can therefore never be binding.
After the completion of the project, our company is not obliged to inform the client of changes in environmental, legal or other conditions, if such changes have occurred compared to the situation when the project was ordered.
3. Agreed contracts are irrevocable. Written orders will be issued with the customer's signature or by e-mail. If the customer makes changes, they will only be accepted if we confirm them within one week. If the order is made verbally, we will send you a confirmation of the order, which will be legally binding unless we receive a written cancellation within 3 working days. Renewals of contracts, announcements of new dates or agreement to start any additional activity should be treated as placing an order. Individual verbal commitments by our partners or consultants are valid only if confirmed in writing by our management. if an order is transmitted to our company without our prior offer, it will not normally be accepted by us unless expressly confirmed by us. This is necessary because there are certain types of customers or orders that we do not wish to accept.
4. As part of the project specification, the scope of services must be clearly defined. Extensions are not covered by the contract; an extension will normally require a separate contract. If an extension or additional project is nevertheless undertaken and not agreed in writing (for whatever reason), we shall be entitled to charge an additional fee, subject to either the agreed daily rate for the main project or, in the case of an agreed fixed fee, the guidelines of the professional association of management consultants.
5. We reserve the right to refuse any order or to cancel an ongoing order at any time without giving any reason. We also reserve the right, in the event that agreed schedules are not adhered to by you, or if your company fails to make agreed internal payments, or if there are doubts about your creditworthiness (e.g. a low rating from a local credit rating agency), to impose "provisional" invoices and cancel the project. Complaints about the work of our company do not give your company the right to withhold payments.
6. Our Company shall be entitled to subcontract the contract or part of the contract to one or more of its employees, contractors, subcontractors or partners and to replace them during the project. The personal participation of certain employees, contractors, subcontractors or partners must be agreed in writing.
7. The parties mutually agree to take all necessary measures appropriate to maintain the independence of our employees, contractors, subcontractors or partners. This shall apply in particular in the case of our client's tenders or contracts entered into by our employees or partners on their own behalf.
8. Delays: If you delay the start of a consultancy or training project, we are entitled to charge you 20% of the agreed consultancy fee within six months of the date of the contract as an advance payment for at least three days of consultancy/training. If you continue to delay the start of the project, we shall be entitled to charge the full fee (lump sum or fee for the scheduled project time), one year plus the scheduled project time after receipt of the order. If our company is unable to provide the agreed services, or if you refuse to comply with our performance (= cancellation), our company may charge the full agreed fee (lump sum or fee for the scheduled time) immediately, whether or not some of our own costs can be saved. These rules apply irrespective of whether the project has already started, and irrespective of the cancellation provisions for individual days. Once an order has been placed on the condition that funds will be provided, it is the responsibility of the client to participate properly in the application process. If there is no such participation, we will be treated as if the condition had arisen and the project had been cancelled by the client.
9. Consultation is a service whose success depends largely on the client's involvement in terms of time and content. In order to comply with the agreed framework, the client should fulfil the following conditions:
You will provide motivational information on objectives, deadlines and organisational arrangements to employees or training participants and, optionally, trade union members before the start of the consultation project. In addition, you will instruct the employees to provide the consultant with all the necessary information truthfully and completely in a timely manner.
The relationship of trust between the client and our company requires that our consultants are fully informed about previous and ongoing consultations - also in other areas.
The consultant and/or training manager will receive all the support needed to prepare and implement all the agreed and necessary activities to ensure the success of the project. The client is obliged to create the organisational conditions that allow the project work to proceed smoothly and quickly. In this context, the active involvement of the client is agreed.
The Contracting Entity shall ensure that the Consultant receives all documents and information necessary for the execution and completion of the Consultancy Project in due time and without delay and that the Consultant is informed of all events and circumstances relating to the execution of the assignment. This shall also apply to all documents, events and circumstances which come to his knowledge during the course of the Consultancy Project. The consultant must assume that the documents submitted, the information provided and the instructions given are correct and complete.
The parties are under an obligation to keep confidential any confidential information that they may learn during the consultation process. Confidentiality shall be deemed to apply to all information concerning facts, methods and knowledge which is not generally known and available to the public, at least in its specific application in the performance of the contract. An exception is the disclosure of information where this is necessary for the protection of our own legitimate interests, where the third parties concerned are subject to an equivalent obligation of confidentiality.
The consultancy firm may process information of which it has become aware, in particular the personal data of its clients, by means of information technology or have it processed by third parties. This information may also be available to persons who perform support and control functions for the system during the process.
10. If, for compelling reasons on our part, the agreed training dates have to be changed to another time or place, we will inform you immediately. If possible, another trainer from our company will take over. Any further claims are excluded.
In the case of open seminars, the request will be considered binding if the confirmation of the order sent is not contested within 3 days.
11. Warranty: if agreed in the work and service contract, the client is entitled to have defects remedied by the consultancy firm. In case of failure to remedy the problem, the client may claim a reduction of the costs or withdraw from the contract. To the extent that there are additional claims for damages, the above paragraph on liability shall apply.
In the case of serial orders, it is expressly agreed that you will inform us immediately in the event of negative feedback from your company so that we can take appropriate action. Dissatisfaction with one part of an order does not entitle you to cancel subsequent parts.
Termination of the contract and its consequences: the contract may be terminated at any time by either party in writing, either immediately or by due notice after a specified period. In the event of termination by notice, the Client must pay a fee for the services provided up to the date of termination on the basis of the hours actually worked and the applicable hourly rates, plus costs. In addition, the client must keep the consultancy firm completely clean. In the event of early termination, the terminating party shall be liable to compensate the other party for any resulting loss, if possible in addition to the fees based on actual hours and applicable hourly rates, plus costs. In the event of extraordinary termination of the contract due to a breach of contract by one of the parties, the terminating party shall compensate the other party for the loss resulting from the termination, which may be in addition to the fees based on the actual hours and applicable hourly rates, plus costs.
12. You agree that we will send the invoice electronically.
13. Tariffs and terms and conditions are agreed in writing at the time of placing the order or are communicated electronically as our order confirmation. Where orders or order confirmations sent to us by our customers contain terms and conditions that differ from those in the quotation, they will apply only if confirmed in writing or transmitted electronically by us.
14. The agreed payment terms are always immediate payment without deduction, for international transfers the customer bears all costs, currency exchange charges and transfer fees. In the case of export orders, where regional taxes or duties are withheld, the customer is obliged to either pay these taxes in addition or bear all legal and support costs to ensure that the agreed amount is actually credited to our account.
15. If your company has not met the agreed deadlines, we will try to use the dates in another way. If successful, there will be no charge and a new appointment will be made. If this fails, we will charge you the agreed fee. In the case of consultancy projects where a package has been agreed, this will be at least a daily rate in accordance with the professional body's guidelines, plus accrued and/or paid travel expenses. For open training courses, the cancellation fee is 50% between 6 weeks and 3 weeks before the start date, then 100% and once the dates have already been rescheduled. For cancellation of all or part of a project, see the provisions in point 8 (see above).
16. Complaints about invoices will only be acknowledged within 10 days of the date of the invoice and must be made in writing, explaining the details of the alleged shortcomings. In any case, the instalment of the amount not disputed must be paid immediately, otherwise we shall be entitled to charge costs and interest (see below).
17. Rectification of defects: the customer is obliged to inform our management (and no one else) immediately in writing of any defects observed and to allow them to be rectified. Our Company has the right and the obligation to remedy any errors or omissions in the Consultancy Service which subsequently become known to us. This right of the client shall expire six months after completion of the project. In lieu of warranty claims, the client cannot claim damages for non-performance. During the remedial action, the contracting entity has the same obligation of participation as during the initial project. If the client has not checked the progress of the project and the deficiency has not been notified in time and therefore additional work is required, or if the client later requests a refinement of the consultancy services to achieve the objective as originally agreed, we are entitled to charge for the additional work.
18. We always have the right to assign claims to third parties.
19. Payments are always made immediately upon receipt of the invoice without deduction. The consultancy firm may request reasonable advance payments for fees and expenses and may issue one-off or periodic interim invoices for work already done and expenses incurred. In the event of a request for an advance or interim invoice, the consultancy firm may make the performance of other activities conditional upon full payment of the sums requested.
20. In the event of late payment, a fee will be charged for reminder costs, collection costs and interest on late payments. In the event of delays, you will pay all our collection charges, all costs incurred by us in pursuing our claims (including internal costs), expenses, disbursements (by whatever means) and all legal costs, in particular through a collection agency or lawyer. The interest rate agreed for the delay is 1.5% per month from the due date, with interest added to the principal after one month and the interest rate calculated on the increased principal base the following month. Incoming payments are credited first to interest and fees and finally to the invoiced amounts, even if the payment document states otherwise. In the event of late payment (without written complaint within the deadline), you will receive a written or telephone reminder. In the event of the insolvency of your company, we are entitled, in the event of outstanding debts, to use knowledge, data and information about your company in any other way and to pass them on to third parties by any means, with or without payment.
21. The registration of participants for the seminar will be fully confirmed only after payment of the seminar fee. Confirmations will be sent to the e-mail address provided with the registration. The seminar fee will be refundable if cancellation is made no later than 7 calendar days prior to the seminar. No refunds will be made for cancellations received by the participant after the above date. Cancellations should be sent to info[et]shumeiko.com. In the event of cancellation of the seminar or cancellation of the consultancy service due to our fault, we will inform you immediately and refund 100% of the price paid within a reasonable time.
22. Copyright and intellectual property rights
All intellectual property rights, such as proprietary rights and licensing rights to documents, products or other work products related to the developed know-how created by the Consulting Firm prior to or in the course of the Project shall remain solely with the Consulting Firm, irrespective of the cooperation between the Consulting Firm and the Client.
The subject matter of any written document, when created, generated, transmitted or made available in the course of a contract, whether as a complete work or performance or as a part thereof, whether or not the document constitutes a work in its own right and thus warrants copyright, is expressly agreed to constitute intellectual property rights because the creation involves a significant investment by our company. For all documents, we have exclusive and unrestricted rights of use. If we engage subcontractors or trainers to provide these services, we will obtain from them in advance exclusive rights and unrestricted right of use - without restriction, for all current and future reproduction and use, and the right to make any modifications. Consultancy documents (consultancy project documentation, consultancy reports, assessments, management systems and process descriptions), service specifications, computer systems and programs (even if programmed or improved by your staff) are our intellectual property. Our client obtains a limited right of use for known and future contexts within his company for the purposes intended and for a period initially not exceeding one month from the date of invoicing, and this right of use is transferable to a limited extent: for management systems, to a defined extent and in defined locations, for consultancy training to defined groups of participants or departments.
Upon full payment of the invoice, this right of use will be extended indefinitely and may only terminate if the client breaches an agreement with us (e.g.: the direct further hiring of a consultant hired by us without the mediation of our company). Under no circumstances, however, can our client obtain a full transfer of the licence: the documentation may not be used for the introduction of similar management systems in another company, whether as a paid or unpaid service, without the written consent of our formal management, whether in another company within the group.
In any event, our company is entitled to claim half the consultancy fee or a lump sum of at least €20 000 for any infringement, regardless of the error. If the documents are pursued after insolvency (compensation, bankruptcy) and we had not received the full fee for the drafting during the insolvency proceedings, we will receive a fee of €20 000 plus €3 000 per year for our rights after the termination of the compensation or compulsory proceedings. Until full payment, you will have no rights to the intellectual property.
The content (including copies of flipcharts) and transcripts of training documents (even if created, programmed or revised by your staff) are our intellectual property. Our client will receive a limited right of use for the purpose intended by our company. Reproduction is permitted only to the extent permitted by law for the participant's personal use, as well as for the participant's immediate supervisor and senior management.
It is explicitly stated: the right of use does not include permission to publish long passages (e.g. whole pages or whole illustrations) as a quotation, and in the case of in-house training, it is considered to be in the public domain. This right of access is valid for an initial period of up to one month from the date of invoicing. Upon full payment of the invoice, this right of use will be extended indefinitely and may only expire if the customer breaches the contract with us (for example, copying all or part of the work and using it for in-house training).
The client does not modify the documents provided by the consultancy firm, in particular the statutory reports. The same applies to products and other related work, unless it is simply for the purpose of further editing by the client.
23. Reference: any company acting under our name in the framework of our cooperation is authorised to designate, in writing or orally, the work as a reference once the subcontracting of the work has been completed. You agree to provide truthful information. Similarly, you agree that you will not provide reference data if a former consultant of our firm acquires work on behalf of itself or a third party and names your project as a reference.
A note in an advertisement or referring to business partners about an existing contractual relationship with our company must be authorised in writing by our management to the customer.
24.Liability: Our company will not accept any claims for damages of any kind, except in case of intent. This also applies to breaches of duty by our employees, contractors, subcontractors or partners. Any claim for damages must be brought before a court of law within six months after the claim arises, or after the claimant becomes aware of it, but not later than three years after the date of the event giving rise to the claim. If the activity is carried out with the assistance of a third party company, a lawyer, a construction or technical office, a trustee, a computer company or a subcontractor, the liability and warranty costs - subject to the third party's laws - will pass to our client and our client will charge the third party directly. Our company is only liable for negligence in the selection of this third party.
25. There will be no head-scratching: You agree to book, without exception, all Consultants who are then employed by us and working with us or working for a subcontractor or subcontractor as a self-employed Consultant during the term of this Agreement and for three years after the completion of the Work (the Settlement Date, if unavailable.): Date of engagement) through our company or another company in our group (within the framework of our cooperation) and not to directly commission them from your company, not to recommend or headhunt them to work for another company and not to employ them in your group (even if the consultant is no longer working for us in the meantime), failing which, a fine for all projects not booked through us plus a 50% penalty, equal to at least six months' income of the consultant/supervisor hired, plus all related costs (research, legal, etc.) will be imposed.). ) are agreed to be binding and invoiced by us.
26. These terms and conditions prevail over the general terms and conditions of purchase.
27. Should any provision of these Terms and Conditions be invalid, the validity of the remaining provisions shall not be affected. The parties shall replace the invalid part by a valid part which comes closest to the meaning of the invalid provision. Likewise, gaps must be filled in.