Terms & Conditions
GTC Download:
GENERAL TERMS AND CONDITIONS
of Pawlik Consultants GmbH
for contracts with business clients
Part A – General Provisions
1. General Provisions, Scope of Application
1.1 These General Terms and Conditions (“Terms”) form an integral part of all contractual relationships entered into between Pawlik Consultants GmbH, with its registered office in Hamburg and principal place of business at Astraturm, Zirkusweg 2, 20359 Hamburg (“PAWLIK”) and a business client (“CLIENT;” PAWLIK and the CLIENT collectively referred to as the “Parties”) with respect to the services described in Section 2.1 (each a “Contract”). These Terms apply only where the CLIENT is a business entity (Section 14 of the German Civil Code – BGB), a legal entity under public law, or a special fund under public law.
1.2 These Terms shall apply in the version in effect at the time the contract is concluded. The most recent version of the Terms can be accessed and downloaded free of charge at https://www.pawlik-group.com/agb/ .
1.3 These Terms shall also apply to all future contracts between PAWLIK and the CLIENT, even if PAWLIK does not refer to them explicitly in each individual case.
1.4 These Terms apply exclusively. Any general terms and conditions of the CLIENT that deviate from, conflict with, or supplement these Terms shall only become part of the contract if and to the extent PAWLIK has expressly agreed to their applicability in writing. This requirement for express consent applies in all cases, including, for example, where the CLIENT refers to its own general terms and conditions in an order confirmation and PAWLIK does not expressly object to their inclusion.
1.5 These Terms consist of:
1.5.1 the “General Provisions” (Part A), which apply to all contracts between PAWLIK and the CLIENT; and
1.5.2 the “Special Provisions,” which apply in addition to the “General Provisions,” depending on the specific type of service provided by PAWLIK:
a) the “Special Terms for Services in the Area of Personnel and Organizational Developmentt” (Part B);
b) the “Special Terms for Services in the Area of Placement Services” (Part C);
c) the “Special Terms for Services in the Area of Personnel Diagnostics” (Part D);
In the event of any conflict between the provisions of the General Terms (Part A) and those of the Special Terms (Parts B, C and/or D), the relevant provisions of the Special Terms shall take precedence.
2. Services Provided by PAWLIK and CLIENT Obligations
2.1 Services Provided by PAWLIK
2.1.1 The services provided by PAWLIK under these General Terms and Conditions (the “Services”) include, in particular: (i) services in the field of personnel development “Personnel Development”), including the delivery of training sessions, individual coaching, and other events (collectively, the “Events”) for the CLIENT and for employees of the CLIENT or its affiliated companies who attend the Events (the “Participants”), as well as related services; (ii) services in the field of organizational development (“Organizational Development”), in particular the delivery of individual events with the CLIENT and the preparation of concepts; (iii) services in the field of personnel placement ( “Personnel Placement”); (iv) services in the field of personnel diagnostics (“Personnel Diagnostics”), in particular the provision of an automated, software-based psychometric testing tool for personality analysis and related consulting for the CLIENT regarding the test results; and (v) other services provided by PAWLIK in accordance with the agreement concluded with the CLIENT. The precise content and scope of Services to be provided by PAWLIK in connection with any such contract shall be agreed separately by the parties on a case-by-case basis.
2.1.2 Any documentation provided by PAWLIK to the CLIENT with a contract is prepared to the best of PAWLIK’s knowledge and expertise. However, PAWLIK does not assume any liability or warranty for the accuracy, timeliness, completeness, or quality of the content.
2.1.3 PAWLIK reserves the right to have Services performed by third parties, including but not limited to affiliated companies within the meaning of Section 15 of the German Stock Corporation Act (AktG), acting as subcontractors on PAWLIK ’s behalf.
2.2 CLIENT’s Obligations
The CLIENT shall provide PAWLIK, free of charge, with all information and documentation required for the performance of PAWLIK’s contractual obligations, in a timely and complete manner. The CLIENT shall also support PAWLIK in the performance of Services through reasonable and appropriate cooperation.
3. Offer and Conclusion of Contract
3.1 PAWLIK generally provides the CLIENT with a customized offer detailing the Services to be performed by PAWLIK. A legally binding contract is concluded only on the basis of such an offer and only once (i) the CLIENT accepts the offer in writing or in text form within the acceptance period specified in the offer, and (ii) the acceptance has been received by PAWLIK (the offer accepted by the CLIENT hereinafter referred to as the “Order”). If no specific acceptance period is stated in the offer, the CLIENT may accept the offer only within a period of six (6) weeks. In the event of any conflict between the terms of the offer and these Terms, the provisions of the offer shall take precedence.
3.2 The descriptions of Services on PAWLIK’s websites do not constitute legally binding offers by PAWLIK but are provided for informational purposes only.
4. Fees
4.1 The amount and payment terms for the fees owed by the CLIENT for Services provided by PAWLIK shall be governed by the individual agreement set forth in the relevant Order.
4.2 All fees payable by the CLIENT for Services rendered by PAWLIK are exclusive of value-added tax (VAT), which shall be added at the applicable statutory rate.
5. Costs and Expenses
5.1 The CLIENT shall bear and reimburse all costs and expenses as specified in the Order. Any additional costs or expenses not expressly stated in the Order, but necessary and reasonable for the performance of the Services, shall be reimbursed by the CLIENT upon submission of appropriate documentation.
5.2 All costs and expenses shall be reimbursed by the CLIENT plus any applicable value-added tax at the statutory rate.
6. Invoicing and Payment Terms
6.1 Invoices issued by PAWLIK are due and payable within a period of ten (10) days after receipt of the invoice.
6.2 If the CLIENT fails to pay an invoice when due, they shall be deemed in default no later than thirty (30) days after the due date and receipt of the invoice. PAWLIK ’s right to place the CLIENT in default earlier by issuing a separate reminder remains unaffected. The invoiced amount shall accrue interest during the default period at the applicable statutory default interest rate.
6.3 The right to assert additional claims for damages resulting from the delay remains unaffected.
7. Copyright and Usage Rights
7.1 All materials provided by PAWLIK to the CLIENT or participants in connection with the delivery of Services – including but not limited to training documents, analyses, reports, and digital content (the “Materials”) – are protected by copyright. All intellectual property rights in and to the Materials remain with PAWLIK or the respective rights holder, unless otherwise expressly agreed by the parties.
7.2 During the term of the contract and after its termination, the CLIENT may use the Materials solely for the purposes covered by the Order and the specifically agreed scope of Services. Otherwise, the Materials may not be processed, reproduced, copied, modified, translated, distributed, or made accessible to third parties – whether in whole or in part, in original or modified form, including for internal training purposes – without PAWLIK’s prior written consent.
7.3 If materials owned by the CLIENT and protected by copyright or other intellectual property rights are required for the performance of Services, the CLIENT shall grant PAWLIK and any affiliated companies within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG) a non-exclusive right to use such materials to the extent necessary to fulfill the contract. This includes use by PAWLIK’s subcontractors in the context of contract performance.
8. Reference Use
PAWLIK is entitled to use the CLIENT’s name and logo for promotional purposes in marketing brochures, websites, project proposals, and internal and external presentations as a client or business partner reference, provided that such use discloses only the fact that the CLIENT is a client or business partner of PAWLIK. Any further disclosure regarding the nature, scope, or content of the business relationship – particularly with respect to the Services provided by PAWLIK to the CLIENT – requires the CLIENT’s prior consent.
9. Liability
9.1 The CLIENT’s claims for breach of contractual or non-contractual obligations shall be governed by statutory provisions, unless otherwise provided below.
9.2 PAWLIK shall be liable without limitation for damages claimed by the CLIENT if such damages result from willful misconduct or gross negligence on the part of PAWLIK, its legal representatives, or its agents. In cases of simple negligence, PAWLIK shall be liable only:
a) for damages resulting from injury to life, body, or health;
b) where PAWLIK has assumed a guarantee or has fraudulently concealed a defect;
c) for damages resulting from a breach of essential contractual obligations (cardinal duties). In such cases, PAWLIK’s liability shall be limited to the typical, foreseeable damages for this type of contract. Essential contractual obligations are those whose fulfillment is necessary for the proper execution of the contract and on which the contractual partner may regularly rely. Any liability beyond the above is excluded.
9.3 The limitations of liability set forth in Section 9.2 shall also apply in favor of PAWLIK ’s legal representatives and agents in the event that claims are asserted directly against them.
9.4 If the CLIENT requests additional liability coverage through a higher-limit liability insurance policy, the CLIENT must notify PAWLIK accordingly. In such cases, the CLIENT shall bear the cost of the higher insurance coverage, provided it is available.
10. Form Requirements
Legally relevant declarations and notifications made by the CLIENT in relation to a contract (e.g., setting deadlines or issuing cancellations) must be made in writing. For the purposes of these Terms, “in writing” includes both written and text form (e.g., letter, email). Any statutory form requirements or additional verification obligations – particularly in cases of doubt regarding the authority of the declaring party – remain unaffected
11. Set-Off and Rights of Retention
11.1 The CLIENT may only offset claims by PAWLIK against claims that are undisputed or have been legally established by final judgment.
11.2 The CLIENT may assert a right of retention or refuse performance only with respect to counterclaims that are undisputed or have been legally established, and only if they arise from the same contractual relationship as the payment obligations owed to PAWLIK.
12. Term and Termination of Contract
12.1 Unless otherwise agreed in the individual contract, the agreement shall commence upon conclusion of the contract as defined in Section 3 and shall remain in effect for the term individually agreed upon by the parties.
12.2 If the parties have agreed to a fixed term, ordinary termination during this period is excluded. The right to extraordinary termination for good cause remains unaffected.
12.3 If no fixed term has been agreed upon, the contract shall be deemed open-ended. In such cases, either party may terminate the contract for convenience by giving four (4) weeks’ notice effective at the end of a calendar month. The right to extraordinary termination for good cause remains unaffected.
12.4 Either party may terminate the contract for good cause. Good cause for extraordinary termination exists in particular if one party breaches a material contractual obligation and fails to remedy the breach within one (1) week of being requested to do so by the other party. Good cause for PAWLIK to terminate the contract shall in particular include, but not be limited to, the following:
a) the CLIENT is insolvent;
b) a petition for the opening of insolvency proceedings over the CLIENT’s assets has been filed;
c) the CLIENT is in default of payment;
d) the CLIENT fails to meet its contractual obligations, thereby rendering performance by PAWLIK impossible or significantly more difficult.
Extraordinary termination by PAWLIK does not affect PAWLIK ’s right to claim full payment of the agreed fees or to pursue further claims for damages.
12.5 Any notice of termination must be made in text form (as defined in Section 126b of the German Civil Code) and shall become effective upon receipt by the other party.
12.6 Termination of the contract shall not affect any claims that have already accrued. Services rendered prior to the effective date of termination shall be compensated in accordance with the respective contract. Incurred costs and expenses shall be reimbursed in full even in the event of termination.
13. Confidentiality
13.1 The parties mutually agree to maintain strict confidentiality regarding the existence and content of the contract, as well as all Confidential Information (as defined below). They agree not to disclose or use any such Confidential Information without the express prior written consent of the other party, unless such disclosure or use is necessary for the execution of the contract or required by law. This confidentiality obligation shall remain in effect for a period of five (5) years after termination of the contract.
13.2 For the purposes of these Terms and Conditions, “Confidential Information” shall include all information, data, memoranda, analyses, compilations, studies, documents, know-how, or other materials of any kind (regardless of whether communicated orally, in writing, electronically, or otherwise, and whether or not marked as confidential) that one party receives from the other party, from any of its affiliated companies, or from any of its directors, employees, or advisors, in relation to or in connection with the contract. The term also includes all (written or otherwise recorded) notes, analyses, compilations, studies, documents, or other materials created or to be created by the receiving party that incorporate, reference, or are based on such information.
13.3 Confidential Information shall not include information that:
a) is or becomes publicly available during the term of the contract without any breach of obligation by the receiving party, any of its affiliated companies, or their directors, employees, or advisors; or
b) the receiving party can demonstrate was already known to it or in its possession at the time of disclosure, and was not disclosed to it directly or indirectly under an obligation of confidentiality, or becomes known to it during the term of the contract without breach of any confidentiality agreement, statutory provision, or regulatory requirement.
14. Final Provisions
14.1 Contracts between PAWLIK and the CLIENT shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14.2 The place of jurisdiction for all disputes arising out of or in connection with contractual relationships between the CLIENT and PAWLIK shall be the registered office of PAWLIK.
14.3 If any provision of this contract is or becomes invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the original economic and legal intent of the parties. The same shall apply in the case of any contractual gaps.
Part B – Special Terms
for Services in the Area of Personnel and Organizational Development
15. Scope of Application
This Part B of the GTC applies in addition to the General Conditions in Part A to all contracts under which PAWLIK – either exclusively or in combination with other services – provides services in the areas of Personnel Development and/or Organizational Development.
16. Conduct of Events
16.1 Audio or video recordings of any kind, as well as screenshots of events, are not permitted.
16.2 Participants attending events at the request of the CLIENT may continue to use the materials provided to them in connection with the event after its conclusion for the purpose of their own further training and development. The remaining provisions of 7 regarding copyrights and rights of use shall remain unaffected. The CLIENT is responsible for ensuring that the participants it sends to the events also comply with the obligations set out in Section 7.2.
17. PAWLIK Learning Campus
17.1 Certain events can also be booked online by the CLIENT via the “PAWLIK Learning Campus” (https://www.pawlik-group.com/learning-campus/) or through designated third-party platforms (“Third-party Providers”). By submitting the fully completed registration form for the selected Event via the PAWLIK Learning Campus website or a Third-Party Provider platform, the CLIENT makes a binding offer to PAWLIK to enter into a contract for participation in the specified Event. A contract between the CLIENT and PAWLIK – whether the booking is made via the Learning Campus or a Third-Party Provider – is only concluded once PAWLIK has accepted this offer by sending a corresponding confirmation email to the CLIENT.
17.2 Events offered via the PAWLIK Learning Campus or Third-Party Providers are generally open to individuals other than the CLIENT or participants designated by the CLIENT. The CLIENT is not entitled to demand that the event be held exclusively for the CLIENT or the participants designated by the CLIENT, nor to require that the event be limited to a specific or maximum number of participants.
17.3 The specific content and scope of the services to be provided by PAWLIK under a contract with the CLIENT, where such contract is concluded via the PAWLIK Learning Campus or through a Third-Party Provider, are based on the information made available to the CLIENT online prior to the conclusion of the contract in relation to the event booked by the CLIENT.
18. Right to Modify and Cancellation of Events by PAWLIK
PAWLIK reserves the right to:
a) make necessary changes or deviations in content, methodology and organization before or during the event, provided that such changes do not significantly affect the value of the event for the CLIENT and participants; PAWLIK also reserves the right to replace the designated speakers/coaches, if necessary (e.g., in case of illness or accident), with other individuals of equal qualifications with respect to the announced topic;
b) cancel or postpone events due to insufficient demand or number of participants, or for other important reasons beyond PAWLIK’s control (e.g., sudden illness of a facilitator, force majeure). In the event of a cancellation by PAWLIK, any participation fees already paid by the CLIENT, including any agreed and already paid project management fee for coordination and organization of the event (“PM Fee”), will be refunded. In the case of postponement of an event that was individually scheduled for the CLIENT only – such as a business coaching session – the parties will agree on an alternative date that is mutually feasible.
19. Cancellation and Postponement of Events by the CLIENT
If the CLIENT books an individual event for one or more of its employees, the CLIENT is entitled to cancel or postpone the event in accordance with the following provisions:
19.1 If the CLIENT cancels the event:
a) up to four (4) weeks prior to the scheduled date of the Event, the agreed fee for the Event is waived in full, and any participation fee already paid by the CLIENT will be refunded.
b) later than four (4) weeks but no later than two (2) weeks before the scheduled date of the event, the CLIENT shall pay a cancellation fee equal to 50% of the agreed event fee. Any portion of the event fee already paid by the CLIENT that exceeds the cancellation fee will be refunded.
Cancellations made less than two (2) weeks before the scheduled Event date are not permitted. In such cases, the CLIENT owes the full agreed fee for the Event, regardless of attendance.
19.2 Any project management fee (“PM Fee”) agreed for the canceled event shall be payable by the CLIENT in full, regardless of when the cancellation is made.
19.3 The cancellation terms under Section 19.1 do not apply to contracts in which the CLIENT has booked multiple events, such as when a fixed number of individual business coaching sessions have been scheduled. In such cases, the CLIENT remains obligated to pay for the events even if they cancel or fail to use one or more of the booked sessions.
19.4 If the CLIENT postpones an already scheduled event one or more times, a rescheduling fee equal to 2% of the agreed PM Fee for the relevant event shall apply for each instance of postponement. The PM Fee itself remains payable in full despite the rescheduling.
20. Term
For agreements relating to a single event – particularly those booked via the PAWLIK Learning Campus – the fixed term ends upon completion of the booked event (in the case of a series of events, the fixed term ends upon completion of the final event).
Part C – Special Terms
for Services in the Area of Placement Services
21. Scope of Application
This Part C of the GTC applies in addition to the General Conditions in Part A to all contracts under which PAWLIK – either exclusively or in combination with other services – provides services in the areas of Placement Services.
22. Services Provided by PAWLIK and CLIENT Obligations
22.1 Based on the requirements profile developed in collaboration with the CLIENT, PAWLIK searches for suitable candidates for the positions to be filled at the CLIENT or one of its affiliated companies (“Vacant Position(s)”, and the process of searching for candidates, the “Candidate Search”). PAWLIK does not guarantee that suitable candidates will be found for the Vacant Position(s).
22.2 The CLIENT is solely responsible for verifying the references, qualifications, and suitability of any candidates presented by PAWLIK. If the CLIENT extends an offer of employment to a candidate introduced by PAWLIK, the CLIENT shall notify PAWLIK promptly in text form of both the offer and the candidate’s acceptance, if applicable.
23. Fees
23.1 As a rule, PAWLIK’s remuneration for the candidate search (the “Consulting Fee”) is payable in three equal installments over the course of the contract term (“Three-Installment Model”), unless the parties have agreed instead on payment in two equal installments (“Two-Installment Model”) or another payment method.
Unless otherwise agreed in the engagement, the following applies:
a) the first installment of the Consulting Fee shall be earned and payable upon the CLIENT’s acceptance of the offer in accordance with Section 3.1;
b) in the case of the Three-Installment Model, the second installment shall be earned and payable upon PAWLIK presenting the first candidate for the Vacant Position, but no later than two months after the CLIENT’s acceptance of the offer pursuant to Section 3.1;
c) the final installment of the Consulting Fee – i.e., the third installment in the Three-Installment Model or the second installment in the Two-Installment Model – shall be earned and payable in full only if an employment agreement is signed between the CLIENT or one of its affiliated companies and a candidate introduced by PAWLIK for the Vacant Position, or if an offer of employment from the CLIENT or one of its affiliated companies is countersigned by the candidate (regardless of whether the initiative for the employment came from the CLIENT, the affiliated company, or the candidate, and regardless of when the employment is set to begin).
23.2 If the parties agree that the Consulting Fee shall be calculated based on a specified target annual gross salary, the following provisions shall also apply:
a) The “Target Annual Gross Salary” is defined as the gross annual salary agreed upon by the CLIENT or an affiliated company with a candidate introduced by PAWLIK at the time of hiring, covering the first full year of employment and including all compensation components – such as signing bonuses, relocation and housing allowances (housing fee) and, in particular, performance-related or other variable components. A company car provided to the candidate is valued at a flat rate of EUR 12,000, regardless of brand, model, or actual value. Other non-performance-related benefits (e.g., fringe benefits, foreign or hardship allowances) are to be valued based on their taxable value. Performance-based components (e.g., bonuses, commissions) are to be valued assuming 100% target achievement, and non-cash benefits at their monetary equivalent.
b) The amount of the Consulting Fee is generally calculated by multiplying the actual agreed target annual gross salary (“Actual Target Annual Gross Salary”) by the percentage or rate agreed between the parties. If the parties have also specified a “Minimum Fee” in the engagement and this minimum fee exceeds the amount calculated on the basis of the actual Target Annual Gross Salary, the consulting fee – by way of derogation from sentence 1 of this item b) – shall be equal to the Minimum Fee.
The Minimum Fee may be specified as a fixed euro amount. Alternatively, the parties may define a notional target annual gross salary in the engagement that, in their view, reflects a realistic compensation level for the desired candidate and position (“Planned Target Annual Gross Salary”). In this case, the Minimum Fee shall be calculated by multiplying the Planned Target Annual Gross Salary by the agreed percentage or rate specified in the engagement.
c) Unless otherwise agreed in the engagement, the first two installments under the Three-Installment Model shall each equal one third (1/3) of the Minimum Fee, while the third installment shall equal the balance between the total Consulting Fee calculated on the basis of the Actual Target Annual Gross Salary (but at least the Minimum Fee) and the sum of the first two installments.
d) If the CLIENT or one of its affiliated companies hires a candidate introduced by PAWLIK for the Vacant Position within twelve (12) months after the end of the contract, the CLIENT shall owe the full Consulting Fee to the extent that it exceeds the remuneration already paid for the candidate search.
23.3 If the CLIENT or one of its affiliated companies hires not just one, but one or more additional candidates introduced by PAWLIK for the Vacant Position during the contract term or within twelve (12) months after the end of the contract—or if candidates introduced by PAWLIK are hired for positions other than the originally defined Vacant Position (such additional hires referred to as “Additional Candidates”) – the CLIENT shall owe a separate Consulting Fee for each Additional Candidate. This fee shall be calculated in the same manner as the fee owed for the first candidate, unless otherwise agreed in the engagement; for clarity: if the Consulting Fee for the first candidate was based on the Target Annual Gross Salary, a corresponding Consulting Fee shall also apply for each Additional Candidate, based on the Actual Target Annual Gross Salary agreed with that candidate.
23.4 In the event of termination of the contract by either party, the following provisions on remuneration shall apply:
a) In the case of ordinary termination by either party, any installments already paid shall remain with PAWLIK, and the CLIENT shall additionally owe (i) any installments that have become due but remain unpaid at the time the notice of termination is received, plus an amount equal to 50% of any outstanding installments or remaining fee at that time, and (ii) pro rata remuneration for any additional services and/or optional add-ons related to the candidate search that have already been provided.
b) In the case of extraordinary termination for cause by PAWLIK, the CLIENT shall owe (i) the Minimum Fee minus any installments already paid, and (ii) full remuneration for any additional services and/or optional add-ons related to the candidate search as agreed.
24. Modification of the Candidate Profile
A modification of the candidate profile for the candidate search by the CLIENT during the term of the contract is only permissible if the parties first agree on an adjustment of the fee to account for any additional effort required by PAWLIK as a result of the modified profile. This does not apply in the case of minor changes that do not result in any material additional effort for PAWLIK; such changes are permitted without a fee adjustment.
25. Exclusivity
The CLIENT agrees not to engage any third party to perform the candidate search that is the subject of the contract for the duration of the contract term.
26. Term and Termination of Contract
26.1 For contracts that include a candidate search and are concluded for an indefinite period, PAWLIK may terminate the contract for convenience no earlier than twelve (12) months after the contract was concluded.
26.2 In the event of termination of the contract, regardless of the reason, Sections 23.1e), 23.2 and 23.3 shall apply additionally with regard to remuneration.
Part D – Special Terms
for Services in the Area of Personell Diagnostics
27. Scope of Application
This Part D of the GTC applies in addition to the General Conditions in Part A to all contracts under which PAWLIK – either exclusively or in combination with other services – provides services in the areas of Personnel Diagnostics.
28. Services Provided by PAWLIK
The automated, software-based psychometric testing procedure for personality analysis (“Testing Procedures”) offered by PAWLIK in the area of personnel diagnostics is a standardized tool that analyzes the manifestation of certain personality traits based on norm samples. As with all standardized procedures, individual characteristics and personal nuances may be only partially or not at all reflected. Accordingly, the Test Procedure does not provide precise results for individuals but merely indicates the typical ranking of traits found among the majority of people who displayed similar behavior during the test as the CLIENT / user. PAWLIK therefore does not guarantee that the results of the Test Procedure will, in every individual case, yield a fully accurate assessment of the user’s personality traits.
29. Conclusion of Contract
Upon request, the CLIENT may be assigned an individual account in PAWLIK’s proprietary ordering system, through which the CLIENT can generate one or more links to carry out the Testing Procedure. In this case, a legally binding contract is concluded once the CLIENT has entered the data requested by the ordering system and generated the test links.
30. Fees
Unless otherwise agreed by the parties in a specific case, the prices listed in PAWLIK’s price list in the most recent version provided to the CLIENT shall apply to the CLIENT’s use of the Test Procedure.
Effective as of: July 14, 2025
GTC Download:
GENERAL TERMS AND CONDITIONS
of PAWLIK Transform AG
for contracts with business clients
Part A – General Provisions
1. General Provisions, Scope of Application
1.1 These General Terms and Conditions (“Terms”) form an integral part of all contractual relationships entered into between PAWLIK Transform AG, with its registered office in Hamburg and principal place of business at Hamburger Allee 26-28, 60486 Frankfurt am Main (“PAWLIK”) and a business client (“CLIENT;” PAWLIK and the CLIENT collectively referred to as the “Parties”) with respect to the services described in Section 2.1 (each a “Contract”). These Terms apply only where the CLIENT is a business entity (Section 14 of the German Civil Code – BGB), a legal entity under public law, or a special fund under public law.
1.2 These Terms shall apply in the version in effect at the time the contract is concluded. The most recent version of the Terms can be accessed and downloaded free of charge at https://www.pawlik-group.com/en/terms-conditions/.
1.3 These Terms shall also apply to all future contracts between PAWLIK and the CLIENT, even if PAWLIK does not refer to them explicitly in each individual case.
1.4 These Terms apply exclusively. Any general terms and conditions of the CLIENT that deviate from, conflict with, or supplement these Terms shall only become part of the contract if and to the extent PAWLIK has expressly agreed to their applicability in writing. This requirement for express consent applies in all cases, including, for example, where the CLIENT refers to its own general terms and conditions in an order confirmation and PAWLIK does not expressly object to their inclusion.
2. Services Provided by PAWLIK and CLIENT Obligations
2.1 Services Provided by PAWLIK
2.1.1 PAWLIK’s services within the meaning of these Terms (the “Services”) include services in the area of transformation and implementation consulting, in particular the design, initiation, and execution of transformation initiatives, process transformations, as well as training, individual coaching, and other events for the CLIENT and for employees of the CLIENT or its affiliated companies who participate in such events, as well as other services provided by PAWLIK in accordance with the contract concluded with the CLIENT. The exact scope and content of the services to be provided by PAWLIK under a contract with the CLIENT shall be separately agreed by the Parties in each individual case. The precise content and scope of services to be provided by PAWLIK in connection with any such contract shall be agreed separately by the parties on a case-by-case basis.
2.1.2 Any documentation provided by PAWLIK to the CLIENT with a contract is prepared to the best of PAWLIK’s knowledge and expertise. However, PAWLIK does not assume any liability or warranty for the accuracy, timeliness, completeness, or quality of the content.
2.1.3 PAWLIK reserves the right to have services performed by third parties, in particular by companies affiliated with PAWLIK within the meaning of § 15 German Stock Corporation Act (AktG), acting as subcontractors of PAWLIK.
2.2 CLIENT’s Obligations
The CLIENT shall provide PAWLIK, free of charge, with all information and documentation required for the performance of PAWLIK’s contractual obligations, in a timely and complete manner. The CLIENT shall also support PAWLIK in the performance of services through reasonable and appropriate cooperation.
3. Offer and Conclusion of Contract
3.1 PAWLIK generally provides the CLIENT with a customized offer detailing the services to be performed by PAWLIK. A legally binding contract is concluded only on the basis of such an offer and only once (i) the CONSUMER accepts the offer in writing or in text form within the acceptance period specified in the offer, and (ii) the acceptance has been received by PAWLIK (the offer accepted by the CONSUMER hereinafter referred to as the “Order”). If no specific acceptance period is stated in the offer, the CONSUMER may accept the offer only within a period of six (6) weeks. In the event of any conflict between the terms of the offer and these Terms, the provisions of the offer shall take precedence.
3.2 The descriptions of services on PAWLIK’s landing page do not constitute legally binding offers by the PAWLIK Group but are provided for informational purposes only.
4. Fees
4.1 The amount and payment terms for the fees owed by the CONSUMER for services provided by PAWLIK shall be governed by the individual agreement set forth in the relevant Order.
4.2 All fees payable by the CLIENT for services rendered by PAWLIK are exclusive of value-added tax (VAT), which shall be added at the applicable statutory rate.
5. Costs and Expenses
5.1 The CLIENT shall bear and reimburse all costs and expenses as specified in the Order. Any additional costs or expenses not expressly stated in the Order, but necessary and reasonable for the performance of the services, shall be reimbursed by the CLIENT upon submission of appropriate documentation.
5.2 All costs and expenses shall be reimbursed by the CLIENT plus any applicable value-added tax at the statutory rate.
6. Invoicing and Payment Terms
6.1 Invoices issued by PAWLIK are due and payable within a period of ten (10) days after receipt of the invoice.
6.2 If the CLIENT fails to pay an invoice when due, they shall be deemed in default no later than thirty (30) days after the due date and receipt of the invoice. PAWLIK ’s right to place the CLIENT in default earlier by issuing a separate reminder remains unaffected. The invoiced amount shall accrue interest during the default period at the applicable statutory default interest rate.
6.3 The right to assert additional claims for damages resulting from the delay remains unaffected.
7. Copyright and Usage Rights
7.1 All materials provided by PAWLIK to the CLIENT or participants in connection with the delivery of services – including but not limited to training documents, analyses, reports, and digital content (the “Materials”) – are protected by copyright. All intellectual property rights in and to the Materials remain with PAWLIK or the respective rights holder, unless otherwise expressly agreed by the parties.
7.2 During the term of the contract and after its termination, the CLIENT may use the Materials solely for the purposes covered by the Order and the specifically agreed scope of services. Otherwise, the Materials may not be processed, reproduced, copied, modified, translated, distributed, or made accessible to third parties – whether in whole or in part, in original or modified form, including for internal training purposes – without PAWLIK’s prior written consent.
7.3 If materials owned by the CLIENT and protected by copyright or other intellectual property rights are required for the performance of services, the CLIENT shall grant PAWLIK and any affiliated companies within the meaning of Sections 15 et seq. of the German Stock Corporation Act (AktG) a non-exclusive right to use such materials to the extent necessary to fulfill the contract. This includes use by PAWLIK’s subcontractors in the context of contract performance.
8. Reference Use
PAWLIK is entitled to use the CLIENT’s name and logo for promotional purposes in marketing brochures, websites, project proposals, and internal and external presentations as a client or business partner reference, provided that such use discloses only the fact that the CLIENT is a client or business partner of PAWLIK. Any further disclosure regarding the nature, scope, or content of the business relationship – particularly with respect to the services provided by PAWLIK to the CLIENT – requires the CLIENT’s prior consent.
9. Liability
9.1 The CLIENT’s claims for breach of contractual or non-contractual obligations shall be governed by statutory provisions, unless otherwise provided below.
9.2 PAWLIK shall be liable without limitation for damages claimed by the CLIENT if such damages result from willful misconduct or gross negligence on the part of PAWLIK, its legal representatives, or its agents. In cases of simple negligence, PAWLIK shall be liable only:
a) for damages resulting from injury to life, body, or health;
b) where PAWLIK has assumed a guarantee or has fraudulently concealed a defect;
c) for damages resulting from a breach of essential contractual obligations (cardinal duties). In such cases, PAWLIK’s liability shall be limited to the typical, foreseeable damages for this type of contract. Essential contractual obligations are those whose fulfillment is necessary for the proper execution of the contract and on which the contractual partner may regularly rely. Any liability beyond the above is excluded.
9.3 The limitations of liability set forth in Section 9.2 shall also apply in favor of PAWLIK ’s legal representatives and agents in the event that claims are asserted directly against them.
9.4 If the CLIENT requests additional liability coverage through a higher-limit liability insurance policy, the CLIENT must notify PAWLIK accordingly. In such cases, the CLIENT shall bear the cost of the higher insurance coverage, provided it is available.
10. Form Requirements
Legally relevant declarations and notifications made by the CLIENT in relation to a contract (e.g., setting deadlines or issuing cancellations) must be made in writing. For the purposes of these Terms, “in writing” includes both written and text form (e.g., letter, email). Any statutory form requirements or additional verification obligations – particularly in cases of doubt regarding the authority of the declaring party – remain unaffected.
11. Set-Off and Rights of Retention
11.1 The CLIENT may only offset claims by PAWLIK against claims that are undisputed or have been legally established by final judgment.
11.2 The CLIENT may assert a right of retention or refuse performance only with respect to counterclaims that are undisputed or have been legally established, and only if they arise from the same contractual relationship as the payment obligations owed to PAWLIK.
12. Term and Termination of Contract
12.1 Unless otherwise agreed in the individual contract, the agreement shall commence upon conclusion of the contract as defined in Section 3 and shall remain in effect for the term individually agreed upon by the parties.
12.2 If the parties have agreed to a fixed term, ordinary termination during this period is excluded. The right to extraordinary termination for good cause remains unaffected.
12.3 If no fixed term has been agreed upon, the contract shall be deemed open-ended. In such cases, either party may terminate the contract for convenience by giving four (4) weeks’ notice effective at the end of a calendar month. The right to extraordinary termination for good cause remains unaffected.
12.4 Either party may terminate the contract for good cause. Good cause for extraordinary termination exists in particular if one party breaches a material contractual obligation and fails to remedy the breach within one (1) week of being requested to do so by the other party. Good cause for PAWLIK to terminate the contract shall in particular include, but not be limited to, the following:
a) the CLIENT is insolvent;
b) a petition for the opening of insolvency proceedings over the CLIENT’s assets has been filed;
c) the CLIENT is in default of payment;
d) the CLIENT fails to meet its contractual obligations, thereby rendering performance by PAWLIK impossible or significantly more difficult.
Extraordinary termination by PAWLIK does not affect PAWLIK ’s right to claim full payment of the agreed fees or to pursue further claims for damages.
12.5 Any notice of termination must be made in text form (as defined in Section 126b of the German Civil Code) and shall become effective upon receipt by the other party.
12.6 Termination of the contract shall not affect any claims that have already accrued. Services rendered prior to the effective date of termination shall be compensated in accordance with the respective contract. Incurred costs and expenses shall be reimbursed in full even in the event of termination.
13. Confidentiality
13.1 The parties mutually agree to maintain strict confidentiality regarding the existence and content of the contract, as well as all Confidential Information (as defined below). They agree not to disclose or use any such Confidential Information without the express prior written consent of the other party, unless such disclosure or use is necessary for the execution of the contract or required by law. This confidentiality obligation shall remain in effect for a period of five (5) years after termination of the contract.
13.2 For the purposes of these Terms and Conditions, “Confidential Information” shall include all information, data, memoranda, analyses, compilations, studies, documents, know-how, or other materials of any kind (regardless of whether communicated orally, in writing, electronically, or otherwise, and whether or not marked as confidential) that one party receives from the other party, from any of its affiliated companies, or from any of its directors, employees, or advisors, in relation to or in connection with the contract. The term also includes all (written or otherwise recorded) notes, analyses, compilations, studies, documents, or other materials created or to be created by the receiving party that incorporate, reference, or are based on such information.
13.3 Confidential Information shall not include information that:
a) is or becomes publicly available during the term of the contract without any breach of obligation by the receiving party, any of its affiliated companies, or their directors, employees, or advisors; or
b) the receiving party can demonstrate was already known to it or in its possession at the time of disclosure, and was not disclosed to it directly or indirectly under an obligation of confidentiality, or becomes known to it during the term of the contract without breach of any confidentiality agreement, statutory provision, or regulatory requirement.
14. Final Provisions
14.1 Contracts between PAWLIK and the CLIENT shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14.2 The place of jurisdiction for all disputes arising out of or in connection with contractual relationships between the CLIENT and PAWLIK shall be the registered office of PAWLIK.
14.3 If any provision of this contract is or becomes invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the original economic and legal intent of the parties. The same shall apply in the case of any contractual gaps.
Effective as of: September 22, 2025