The following terms and conditions form the basis of the successful collaboration between blomberry and its clients. These terms and conditions apply to contracts for work and services. Contractual partners are blomberry GmbH (hereinafter referred to as blomberry), Langer Steinweg 42, 32825 Blomberg (Lemgo District Court, HRB 11416) and the client (named in the offer/contract). The work and services involve the independent provision of project services in the field of Transformation Management, Test Advisory, Tool Chain Orchestration, and / or related areas. The exact contents of the respective order, such as the service description, the time scope and method of execution, as well as conditions, are defined within the framework of an assignment or offer and are contractually established by the acceptance of this assignment by the client. The blomberry terms and conditions apply to all current and future contractual relationships between the client and blomberry. General terms and conditions of the client that deviate from, contradict, or supplement these terms and conditions are not part of the contract, even if the contractor is aware of them, unless their validity is expressly agreed to in writing by blomberry. The performance of services or the payment of a fee does not constitute such consent.
Unless otherwise agreed, the contract is concluded upon receipt of the order confirmation, but at the latest with the provision of the service by blomberry. Delivery and performance dates or deadlines mentioned in the contracts are only binding if they have been expressly designated as binding by blomberry in writing. All offers from blomberry are non-binding unless expressly stated otherwise in the offer.
In the course of its activities, confidential and non-public information will inevitably be exchanged between blomberry and the client. Just like the client, blomberry will treat this information confidentially at all times and will only share it with the respective employees and, if necessary, subcontractors who need this information for their work and who are bound by a written agreement to protect the confidential information. The confidentiality obligation includes information regarding blomberry’s pricing and fee rates. This obligation does not apply to information for which the recipient can prove that this information
a) are publicly accessible or become publicly accessible,
b) originate from a third party who is not bound by a confidentiality obligation regarding them,
c) were or are independently developed, or
d) must be disclosed to ensure compliance with applicable laws and regulations or to follow judicial, administrative, and similar governmental orders.
Regarding item d), the recipient of the information undertakes to inform the other party in writing about this requirement (to the extent permitted by law) and to support their efforts to prevent or limit the scope of the disclosure. The client grants blomberry an unlimited right to use the name and company logo, as well as a brief description of the project, as a reference in company brochures and on websites.
Since blomberry works for various companies in the same industry, industry knowledge can be continuously deepened, and the ability to assess the strategic challenges faced by blomberry’s clients can be continuously improved. blomberry has implemented internal security measures that allow it to work for clients in the same industry without compromising the fulfillment of obligations to protect the confidentiality of sensitive information received. Accordingly, it is blomberry’s company policy not to enter into exclusive agreements with individual companies in a specific industry or area.
However, blomberry takes special precautions when working for multiple clients in the same industry. The individuals involved – like all other blomberry employees – will always ensure the confidentiality of sensitive information as well as blomberry’s recommendations to the client.
blomberry provides all services for the client as a customer, and no other party is considered blomberry’s customer in relation to these services. Final versions of presentations, reports, and other documents provided by blomberry to the client become the property of the client (hereinafter referred to as “work results”).
blomberry retains all rights to the underlying intellectual property contained in the work results. Intellectual property includes knowledge of business principles as well as analytical concepts, approaches, methods, models, tools, processes, inventions, ideas, and formats developed by blomberry employees in the course of their work for the client, for other clients, or through their own research. By retaining the rights to intellectual property, blomberry can apply professional expertise for the benefit of all clients.
Although blomberry cannot transfer full ownership rights to intellectual property, blomberry hereby grants the client a non-transferable right to use, reproduce, and modify blomberry’s intellectual property within the company to the extent necessary for the client to implement the concepts and recommendations. Public publication, such as via the internet, magazines, or other formats, requires the express written consent of blomberry. If the client wishes to use tools owned by blomberry, additional licensing terms must be agreed upon.
The client agrees that blomberry may develop methods, problem-solving approaches, frameworks, or other tools, benchmarks, data, or information for blomberry itself or for third parties in the course of its activities. Nothing in these terms and conditions prevents blomberry from developing or sharing such materials or information, provided that the shared or disclosed materials do not contain the client’s confidential information.
The client undertakes not to share any work results with third parties outside the client’s company without prior written consent from blomberry. Consent must not be unreasonably withheld. Unless required by law, no reference to blomberry may be made in brochures, proxy statements, offering statements, or similar documents and materials intended for the public without prior written consent.
The client ensures that all necessary support and cooperation services are provided to blomberry in a timely manner, to the required extent, and free of charge. The client provides all necessary support to blomberry employees working on-site. This support includes, among other things, that the client:
blomberry ensures that results are delivered on time and with the required quality according to the division of work packages. blomberry makes timely decisions within the framework of the agreed project and schedule planning.
Data carriers provided by the client must be free of defects in content and technology. If this is not the case, the client will compensate for all damages arising from the use of these data carriers and indemnify blomberry from all third-party claims. If the client does not provide a required cooperation service, does not provide it on time, or does not provide it in the agreed manner, the resulting consequences (e.g., delays, additional expenses) are to be borne by the client. blomberry and its agents are to be indemnified from all third-party claims based on the unlawful use of copyrighted services by the client or with the client’s approval, or arising from data protection or other legal disputes related to the use of the service.
The client shall promptly notify blomberry in writing if third parties assert claims against them for infringement of their rights. The client will not acknowledge the alleged infringement by third parties and will leave any dispute to blomberry or conduct it only in agreement with blomberry. The client must report defects with a comprehensible description of the error symptoms in writing and, if possible, by providing written records, hard copies, or other documents illustrating the defects.
The personnel deployed to provide the services must be qualified as agreed, but at least in accordance with the purpose of the contract and the task at hand. Regardless, blomberry will ensure that the employees designated for service provision have qualifications that at least meet the relevant specifications and the client’s requirements in the procurement process. Communication with the client will be conducted in German unless otherwise agreed.
If subcontractors are used in the service of blomberry, the onboarding of the new subcontractor will be executed by blomberry. For the subcontractors named in blomberry’s offer, the client’s consent is considered granted. blomberry may replace personnel deployed for contract fulfillment:
Compensation and ancillary costs are generally net prices plus the statutory VAT applicable in Germany at the time of service delivery. blomberry will only invoice the actual expenses incurred. Additional or reduced services will be billed pro rata temporis. Overtime exceeding eight hours per person per day will be billed proportionally. Work on weekends and public holidays will be charged at 1.5 times the hourly rates, unless otherwise agreed.
Invoices are issued monthly in arrears based on the hours agreed with the client and recorded in a timesheet. Invoices are due 14 days after the invoice date without deduction, unless otherwise agreed. Timely receipt of payments is a contractual obligation.
If a fixed price remuneration is agreed, blomberry is entitled to installment payments for self-contained parts of the work. The installment payments for the services rendered are generally due after the completion of the following project phases:
Unless individual agreements have been made.
In addition to the remuneration, blomberry will invoice incurred travel expenses monthly in arrears. Travel times will be billed at the agreed hourly rate. For each dishonored or returned direct debit, the client must reimburse blomberry for the costs incurred to the extent that the client is responsible for the cost-causing event.
The client is only entitled to a right of set-off to the extent that their counterclaim is legally established or undisputed. The client is only entitled to assert a right of retention due to counterclaims arising from this contractual relationship.
All work results are intended exclusively for internal use by the client. If blomberry agrees to the client passing on work results to a third party, it is the client’s responsibility to inform the third party that there is no protection of confidence regarding the work results.
Furthermore, blomberry is not liable for any claims for damages or other claims that the client or a third party may assert due to such passing on or in connection with it, or due to the fact that the third party uses the work of blomberry or relies on its accuracy. The client will indemnify blomberry – also in the role of a party or witness – from liability for all actual claims made or threatened, losses, or expenses arising from or in connection with this passing on or from the use of blomberry’s work or reliance on its accuracy (or defend accordingly). Third parties who wish to receive a copy of blomberry materials must obtain prior written consent from blomberry.
blomberry is only liable without limitation for gross negligence of its legal representatives and/or executive employees and/or for intent. For the gross negligence of other employees and/or vicarious agents, blomberry is only liable to the extent and in accordance with the liability for simple negligence as per the following liability regulation. Contrary to the above regulations, blomberry is liable for delay damages caused by gross negligence up to a maximum of 500,000 euros, but not exceeding the contract volume.
In the case of slight negligence, blomberry is liable as follows:
The cumulative claims from warranty and liability are generally limited to the contract volume, but not exceeding 1.0 million euros.
No party is liable for delay or non-performance due to circumstances beyond their control. However, this does not limit your obligation to pay the agreed fees for the services provided by blomberry.
Liability for data loss is limited to the typical recovery effort that would have occurred with regular and appropriate data backup measures. Otherwise, § 254 BGB applies for inadequate data backup by the client.
blomberry is entitled to change the General Terms and Conditions, the respective service descriptions, or the prices with reasonable notice, provided that the change is reasonable for the client considering the interests of blomberry. The changes will be communicated to the client in writing.
If changes are made to the detriment of the client, the client has a special right of termination at the time the change takes effect. blomberry will inform the client in the change notification both about this special right of termination and that the change will become effective if the client does not exercise the special right of termination within the set period.
If the client is in default of payment of the fees or a significant part of the fees for two consecutive months, blomberry may terminate the contractual relationship without notice. blomberry reserves the right to assert further claims due to payment default.
If the execution of the work is defective in a way that significantly impairs its contractual use, the client initially has the right to choose between rectification or replacement (subsequent performance) by blomberry. If the client has set a reasonable deadline for subsequent performance after an initial request and blomberry refuses or fails to provide subsequent performance, the client retains the right to either rescind the contract or demand a reduction in payment with respect to the defect. In the case of a minor deviation that does not impair functionality, the client can only demand a reduction in payment. If blomberry provides services for fault detection after a fault has been reported and no material defect is found, and the client could have recognized this, the client must bear the costs incurred.
The costs are calculated based on the remuneration rates of blomberry applicable at the time of service provision. The liability for material defects expires for services provided by blomberry that the client modifies or otherwise interferes with, unless the client proves that the interference is not the cause of the defect. The liability for material defects also expires if the client does not promptly report the defect in writing to blomberry after it becomes apparent or if the service is not used under the contractually agreed conditions according to the documentation. A legal defect in the contractual service exists if the rights required for the contractual use are not effectively granted.
In the case of legal defects, blomberry guarantees that it will provide the client with a legally sound usage option for the contractual service or will take back the contractual service minus a reasonable usage fee, at blomberry’s discretion. The latter is only permissible if another remedy is not reasonable for blomberry. Claims by the client for expenses necessary for subsequent performance, especially transport, travel, labor, and material costs, are excluded if the expenses increase because the service item was subsequently moved to a location other than the contractually agreed place of performance.
Warranty claims against blomberry are valid for one year from the acceptance of the respective service. This limitation does not apply to claims for damages based on the violation of subsequent performance obligations for defects by blomberry. Claims for damages based on a refused subsequent performance can only be asserted within the statutory limitation period if the claim for subsequent performance was asserted by the client within the shortened period for material defect claims. For any claims for damages, the liability regulations apply.
If no specific contract duration is stipulated in the contract, either party may terminate the contract with three months’ notice to the end of a calendar quarter. The termination must be in text form (e.g., by letter or email).
For events of force majeure that significantly impede blomberry’s contractual performance, temporarily hinder the proper execution of the contract, or make it impossible, blomberry is not liable. Force majeure includes all circumstances beyond the control and influence of the contracting parties, such as natural disasters, government actions, official decisions, blockades, war and other military conflicts, mobilization, civil unrest, terrorist attacks, strikes, lockouts and other labor unrest, confiscation, embargo, or other circumstances that are unforeseeable, severe, and not caused by the contracting parties, and that occur after the conclusion of this contract.
If one of the contracting parties is prevented from fulfilling its contractual obligations due to force majeure, this does not constitute a breach of contract, and the deadlines set in the contract or based on the contract will be reasonably extended according to the duration of the impediment. The same applies if blomberry relies on the prior performance of third parties, and this is delayed due to force majeure. Each party will do everything in its power that is necessary and reasonable to mitigate the extent of the consequences caused by the force majeure.
The party affected by the force majeure will promptly notify the other party in writing of the beginning and end of the impediment.
If agreed, blomberry will, upon request, provide proof to the client that blomberry has a market-standard professional liability insurance and business liability insurance, including environmental liability and environmental damage insurance, from a member state of the EU.
blomberry will maintain this insurance coverage until the end of the service contract. If blomberry fails to comply with this obligation, the client is entitled to terminate the contract after an unsuccessful reasonable deadline if it is no longer reasonable for them to continue the contract. Further claims by the client, particularly claims for damages, remain unaffected.
For work with the client, blomberry provides a team of qualified consultants. blomberry assumes that the client’s employees will work closely with the blomberry team. The client provides data, instructions, and assumptions that serve as the basis for blomberry’s work. The quality of the work depends on the completeness and accuracy of this information and instructions. blomberry believes that diversity leads to excellent results. It is therefore company policy that the blomberry team is assembled based on appropriate criteria from competent consultants, regardless of gender, race, sexual orientation, religion, or other categories protected from discrimination and/or other characteristics.
blomberry does not prepare expert opinions (“Fairness Opinions”) or valuations for market transactions and does not offer legal and tax advice that could influence consulting services. blomberry assumes that additional experts deemed necessary by the client in these areas will be engaged.
If the client wishes, blomberry will collaborate with other consultants and experts. blomberry will thoroughly discuss all work, expectations, and corresponding responsibilities with the client in advance. However, blomberry assumes no responsibility for work performed by these third parties.
blomberry values constant and open communication with the client about successes and improvement opportunities. The client is welcome to contact blomberry at any time and evaluate the performance of the consulting team. It is also important that the client is satisfied with the work performed. blomberry requests qualitative and quantitative feedback after the completion of each significant assignment and often suggests evaluating the implementation of the assignment six to nine months after project completion.
blomberry has made it a rule not to actively poach employees of the client who have worked with blomberry in the past twelve months without first discussing it with the client. Therefore, blomberry asks the client to follow the same approach. This restriction does not apply to individuals who apply on their own initiative to a job advertisement in a newspaper, trade journal, or other public media without the active involvement of the other party.
The law of the Federal Republic of Germany applies, excluding the norms that refer to another legal system and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The place of jurisdiction, as far as legally permissible, is the location of blomberry’s headquarters. The same applies if the client has no general place of jurisdiction in Germany or if their location is unknown at the time of filing the lawsuit.
The invalidity or unenforceability of one or more provisions of the contract does not affect the validity and enforceability of the remaining provisions. Should a provision be considered invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect. Instead of the invalid provision, a substitute provision shall apply retroactively, which comes as close as possible to the legal and economic intent of the parties in accordance with the purpose of the contract.
blomberry consents to the client collecting, storing, processing, and transmitting personal data to third parties, i.e., companies affiliated with the client and/or the customer or end customer, to fulfill this contract. The transmission is intended to give the companies affiliated with the client and/or the customer or end customer an impression of blomberry’s qualifications. This contract, together with the corresponding offer and the order letter, constitutes the entire agreement and understanding between the client and blomberry regarding the subject matter of the contract. (Oral or written) assurances, promises, agreements, or arrangements not mentioned in these documents have no legal force or effect. Any changes or additions must be in writing to be valid and must be signed by both parties.
Unless otherwise regulated, contractual notifications and declarations must be at least in text form. The blomberry team working for you will be happy to answer your questions about these terms and conditions. blomberry looks forward to working with you.