1. SCOPE OF APPLICATION
 
1.1 These General Terms and Conditions of Consultancy Services (hereinafter referred to as "Terms & Conditions") supplement or replace contracts (hereinafter referred to as "Contract"), the subject matter of which is the consultancy and provision of information, data and services by Holzer Scientific Consulting GmbH, Campus A1 2, 66123 Saarbrücken, Germany (hereinafter together with any representative acting on behalf of the company referred to as - the “Consultancy“) to the Client (hereinafter – the "Client"). If and to the extent that individual provisions of these Terms & Conditions contradict what the Consultancy has expressly agreed to and confirmed in writing with the Client, the individual agreements take precedence over the relevant Terms & Conditions.

1.2 If the Consultancy has once included these Terms & Conditions in a Quote or Contract with the Client, they will also apply to all future Contracts between the Client and the Consultancy, even if the Consultancy should not refer to these Terms & Conditions again in future Contracts. This does not apply only if and to the extent that the parties agree on the validity of new Terms & Conditions of the Consultancy in the future contract.

1.3 The Terms & Conditions of the Consultancy apply exclusively. General terms and conditions of the Client will only apply if this has been expressly agreed in writing.
 

2. SERVICES PROVIDED
 
2.1 Upon the Client's acceptance of the offer previously submitted by the Consultancy, a legally binding contract for the Services is concluded.

2.2 The Client commissions the Consultancy to provide the following services (the “Services”): Scientific consulting in the field of Genomics, Multi-omics, Second & Third-Generation Sequencing Technology, Biotechnology and Bioinformatics. On research & development projects and research questions related to the above-described fields, the tasks performed by the Consultancy may comprise: i) acquisition and transfer of knowledge, ii) support during research planning, coordination & discussions, iii) generation, analysis, processing, visualisation & sharing of data, iv) custom software development, v) generation and presentation of result summaries, vi) generation of scientific illustrations and figures, vii) writing, reviewing and editing of scientific publications.

2.3 The Consultancy provides the Services in the name and on behalf of Holzer Scientific Consulting GmbH, a limited liability company under German law, acting on its own account and under its own responsibility. The Consultancy is not subject to the authority of the Client. The Consultancy is not bound by location or time when carrying out the work. The Consultancy will have full control over methods, and decision making in relation to provision of the Services in accordance with the Agreement. Nevertheless, the contractual partners will take each other's interests into account when designing the provision of Services.

2.4 The Consultancy is generally obliged to ensure the proper execution of the Services. The Consultancy may assign employees or third parties to perform the Services but remains fully responsible to the Client for the proper and contractual fulfilment of all obligations under this Agreement. The Client reserves the right to reject employees or third parties engaged by the Consultancy for the performance of the Services, provided the Client can demonstrate a legitimate interest.

2.5 In the provision of Services under this agreement, it is expressly agreed that the Consultancy acts as an independent Consultancy and that no employment relationships between employees of the Consultancy are established with the Client. The Consultancy and the Client acknowledge that this agreement does not establish a partnership or joint venture between them, but is solely a service contract.

2.6 The subject of the Contract is the agreed consulting work specified in a contract or quote. In addition, no guarantees or the achievement of certain successes are promised.

2.7 The Client shall provide the Consultancy with all the information and materials needed to carry out the work, or shall ensure that the Consultancy has access to them.

2.8 In the event of prolonged illness or other prolonged incapacity, the other Party to the contract must be informed immediately.

2.9 The Consultancy is entitled to refuse orders from the Client without giving reasons. The Consultancy shall inform the Client of this immediately.

2.10 The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
 

3. TERM OF THE AGREEMENT

3.1 If permanent services (e.g. ongoing advice) have been agreed, the agreement shall be concluded for an indefinite period and may be terminated at any time with 30 days' notice.

3.2 The right to terminate for good cause remains unaffected.

3.3 If a specific period of time is agreed in the contract or if the subject of the agreement is the provision of a clearly definable range of services, the agreement shall end upon expiry of the agreed period or upon full provision of the services.


4. PAYMENT 

4.1 Depending on the agreement (see Quote and PO), the Consultancy will charge the Client for either:

• Individual hours of support worked each month, the Consultancy receives an hourly rate;

• A fixed monthly package of up to a predefined number of hours of Services worked each month at a fixed monthly basis rate;

• Or a predefined project package with a defined total project cost.

(together the “Payment“).

4.2 In the case of agreed hourly quotas, any hours that are not required will expire and will not be carried over to the next billing period.

4.3 The Consultancy will invoice the remuneration to the Client at the end of each month.

4.4 Invoices submitted by the Consultancy to the Client are due 8 days of receipt and must be paid to the German bank account stated on the invoice.

4.5 If the Consultancy is liable for VAT, the VAT shall be payable in addition to the agreed remuneration.

4.6 The Consultancy will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Consultancy will indemnify the Client in respect of any such payments required to be made by the Client.

4.7 The Consultancy will be reimbursed for reasonable and necessary expenses incurred by the Consultancy in connection with providing the Services; Expenses above 500 EUR must be pre-approved by the Client.

4.8 Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in EUR.
 

5. OWNERSHIP OF INTELLECTUAL PROPERTY
 
5.1 All intellectual property and related material (the “Intellectual Property”) developed or produced under this Agreement shall be the property of the Consultancy. This applies in particular to all copyright and trademark-related services.

5.2 The Client shall receive a project-specific, simple, i.e. non-exclusive, limited license to use this Intellectual Property and shall be obliged to name the Consultancy as the author in a manner customary in the industry.

5.3 The transfer of the right of use is subject to the condition precedent of full payment by the Client.

 
​6. EQUIPMENT
 
6.1 All intel except as otherwise stated in this document or a Contract, the Consultancy will provide at the Consultancy’s own expense, any and all tools, machinery, equipment, raw material, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

6.2 If required to conduct the requested Services, the Client will provide the Consultancy with access to the Group’s, Department’s, Institution’s and/or University’s research computing services including high computing clusters and data storage systems for the time of this contract.

 
​7. CONFIDENTIALITY
 
7.1 All information designated as confidential and all other information, in particular customer and partner lists and contacts, drawings and other documents as well as materials, goods, samples, specimens, equipment, devices, technical processes, manuscripts, texts, technical designs, photographs, films, videos, recordings, software, sound recordings and similar rights and objects disclosed to the Partner in the course of the cooperation shall be deemed confidential.

7,2 The parties undertake to keep the information and documents disclosed secret and to take all necessary measures to prevent them from becoming accessible to third parties. The obligation to maintain confidentiality shall apply irrespective of whether information was or is made available verbally, documented or in any other form.

7.3 The obligation of confidentiality and non-utilization of the disclosed information does not apply if it a) was demonstrably known to the Party prior to the disclosure, b) was known or generally accessible to the public prior to the disclosure or subsequently became so through no fault of the Party, c) essentially corresponds to information which was disclosed or made accessible to the Party at any time by an authorized third party, or d) must be disclosed on the basis of a binding official or judicial order or mandatory legal provisions, provided that the other Party was informed of the disclosure in writing in good time beforehand and the information has been released by the other Party in writing for disclosure.

7.4 Upon termination of the cooperation, all material and data provided for the purpose of the Services must be returned upon request and may not be used or otherwise sold or passed on.

7.5 In the event of a breach of the confidentiality obligation, the responsible Party undertakes to pay an appropriate contractual penalty, the amount of which shall be determined by the other Party at his/her reasonable discretion and, in the event of a dispute, may be reviewed for appropriateness by the competent court upon application.

 
​8. LIABILITY
 
8.1 The Consultancy shall only be liable for damages caused by intent or gross negligence. Liability for slight negligence is excluded, unless it concerns a breach of material contractual obligations (i.e., obligations whose fulfilment is essential to the proper performance of the contract and on whose compliance the contractual partner relies on and may rely) as well as damage to life, limb and/or health.

8.2 The Consultancy shall not be liable for any infringement of third-party rights resulting from the use of the Services provided. The Consultancy shall not be liable for the acts or omissions of third parties involved in the provision of the Services, unless they act on the explicit instructions of the Consultancy.

8.3 The Consultancy shall not be liable for any delays resulting from circumstances beyond his control, including force majeure or unforeseen technical problems.

8.4 No guarantee is given that the recommendations or results developed by the Consultancy will achieve the economic objectives intended by the Client.

8.5 The services provided by the Consultancy are for research and development purposes only. No warranty, express or implied, is made regarding the quality, usability, accuracy, or correctness of any data, software, results, or analyses generated, processed, or provided through these services. The Consultancy disclaims all liability for any use of the data, software or results, and no guarantee is provided that they are fit for any specific purpose or free from errors.

8.6 The services and any outcomes or results derived therefrom are not intended for, and should not be used in, any health-related assessments, or in the diagnosis, treatment, mitigation, cure, or prevention of any disease or medical condition. Under no circumstances shall the Consultancy be liable for any direct, indirect, incidental, or consequential damages arising from reliance on the data or results provided through these services, whether foreseeable or not.

8.7 The Consultancy shall not be liable for any damages or delays caused by a lack of or delayed cooperation on the part of the Client.

8.8 Subject to the liability according to paragraph 1, all claims of the Client arising from the contractual relationship shall become time-barred within 3 months from the time of knowledge of the damaging event, but no later than within 6 months after the respective Service has been provided.

 
9. FINAL PROVISIONS
 
9.1 The contractual partners agree that this contract is final and that no other agreements, including verbal ones, have been made.

9.2 Any amendment or modifications of the Agreement or additional obligations assumed by either Party in connection with this Agreement will only be binding, if evidenced in writing signed by each Party or an authorised representative of each Party.

9.3 All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and will be delivered to the Parties at the given post addresses or the e-mail addresses or to such other addresses as either Party may from time to time notify the other.

9.4 The place of performance and jurisdiction for all disputes arising from and in connection with this agreement is the registered office of the Consultancy, to the extent permitted by law. This agreement is governed by German law, excluding the conflict of laws.

9.5 In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid and unencodable parts served from the remainder of this Agreement.


Version: March, 2025