General Terms and Conditions for Interim Managers

1 Validity of General Terms and Conditions

(1) These General Terms and Conditions (hereinafter referred to as "GTC") govern the provision of services on the website https://de.rgp. com (hereinafter referred to as "Website") by Resources Global Professionals (Germany) GmbH (hereinafter referred to as "RGP") and their use by independent providers of management services (hereinafter referred to as "Expert"). By registering as an Expert with RGP you accept these GTC. The Expert concludes the contract for the use of our services with Resources Global Professionals (Germany) GmbH, Beethovenplatz 2, 80336 Munich.

(2) The relationship between RGP and the Expert is governed exclusively by these GTC. RGP does not accept any conditions that deviate from the GTC, unless RGP has agreed to their validity in writing.

2 Registration

(1) Registration as an Expert is available to anyone who is at least 18 years of age and who is

  • as a freelancer or
  • independently or
  • as a partnership or
  • in the context of a corporation,

predominantly engaged in projects.

Registration as a private person is not permitted.

(2) By registering as an Expert, the user can use the functionalities of the platform. In particular, the user will get access to an overview of current project offers and be able to actively search for and apply for such offers; furthermore, the user can apply for a premium accreditation and extent the profile accordingly. In addition, the Expert can be contacted directly by companies. For this purpose, a messaging system is available in the protected user area which clients and Experts can use for communication.

(3) Registration as Expert and use of the platform are free of charge.

(4) A user name and password must be created during registration. When registering, the Expert must provide truthful information, in particular a valid e-mail address of the Expert. A profile is automatically created by clicking the "Register" button. A confirmation link will be sent by e-mail to the e-mail address provided by the Expert. By clicking on the link, you confirm your profile and activate its use by you.

(5) The user name you have assigned will not be displayed in your public profile later. To identify the Expert, RGP automatically assigns an individual ID for each profile. Registered clients looking for Experts for their projects will be given access to the Expert's contact details. Contact data cannot be viewed by visitors that are not registered to the Website.

(6) Except for the information marked in the RGP profile as "master data", the Expert may not add to their account any contact data or other information about themselves or third parties that would allow a direct contact or provide any indication of the identity of the Expert or the third party (in particular, the following information may not be mentioned: name or company name, telephone, fax or mobile number, e-mail address, Internet addresses, articles or publications of any kind). Inadmissible information can be removed or blocked by RGP without comment. However, RGP is not obliged to do so.

(7) The profile is not transferable.

(8) RGP reserves the right to block expert profiles if there is a reason to suspect that the Expert violates the provisions of these GTC.

3 Availability and Liability

(1) RGP does not warrant or assume any liability for the continuous availability of the Website or individual services. RGP will endeavour to keep the Website and services available for the Client. The Client shall however not have any claim to a specific availability. In particular, RGP reserves the right to limit or suspend the operating hours for technical reasons - e.g. due to maintenance or repair work - for a certain period of time.

(2) RGP shall not be liable for any loss of or damage to data resulting from the use of the Website or from the failure of the Website.

(3) The aforementioned exclusion of liability shall not apply if the loss or damage was caused by intentional or grossly negligent conduct of RGP. In case of simple negligence, RGP shall be liable if essential contractual obligations (cardinal obligations) are breached. Essential contractual obligations are obligations which RGP owes to the Expert according to the meaning and purpose of the contract or the fulfilment of which is essential for the proper performance of the contract and on the observance of which the Expert may regularly rely. In this case (i.e. in case of a slightly negligent violation of cardinal obligations), the liability of RGP shall be limited to the damage which is typical for the contract and foreseeable.

(4) Any strict, non-fault liability of RGP which is mandatory under applicable law, such as the liability under the Product Liability Act or the liability for a statutory guarantee, shall remain unaffected by the above-mentioned limitations of liability. This also applies to RGP's liability for injury to life, body or health.

(5) To the extent that RGP’s liability is excluded or limited, this shall also apply to the personal liability of its legal representatives and vicarious agents. The limitations of liability shall apply to all types of claims, including those arising under tort law.

4 Termination of Membership

(1) TheExpert may terminate the user relationship in respect of free services (e.g. the profile) at any time without notice by sending a letter or fax or an e-mail to This email address is being protected from spambots. You need JavaScript enabled to view it.. In this case, no surrender of or compensation for any benefits possibly received shall be owed.

(2) Both parties have the right to terminate the contract for good cause.

5 Obligations of the Expert

(1) The Expert shall provide all information required for registration in a truthful manner. In the event of changes to the registration data and profile information provided upon conclusion of the contract, the Expert must update these immediately.

(2) Any access data for the user account must be treated personally and confidentially, kept carefully and protected against loss or disclosure to third parties. The Expert is not entitled to share the access data for the use of the Website with any other person. The Expert bears full responsibility for any activities committed under use of its access data. RGP is only liable for damages resulting from an unauthorized access in case of intent or gross negligence or in other cases mentioned in § 3 (3) and (4). If there are any indications of a misuse of Expert’s access data, the Expert must immediately change its password and notify RGP of the misuse. RGP reserves the right to block access to the Website in the event of any misuse. The Expert undertakes to support RGP, upon request, in clarifying any cases of unauthorized use of the services by third parties through misuse of the Expert’s access or access data by providing information and rendering other necessary or reasonable actions.

(3) In case of a specific project offer made by an RGP employee, the Expert will maintain his availability commitment for at least 14 days following the initial meeting between the client and the Expert (regardless of whether the initial interview took place in person or by telephone) and will not accept any other projects during this period, unless the client decides against commissioning RGP. Otherwise, the Expert shall be liable to RGP for any resulting damage.

(4) The Expert shall not be obliged to accept any offers from RGP and shall be entitled to reject individual project offers at any time without giving any reason. The Expert shall also be entitled to work for other clients. RGP's prior consent is not required for this, unless the additional assignment would jeopardize the proper execution of the individual project or in case of a violation of § 7 (assignment for competitors). Contracts are awarded to the Expert based on separate agreements between RGP and the Expert (individual project contract).

6 Implementation of Projects

(1) When carrying out individual projects, the Expert shall not be bound by any RGP constraints regarding timing or location. Neither RGP nor the client has any right to give any instructions towards the Expert. The Expert is entitled and obliged to execute the individual orders on their own responsibility. In doing so, however, the Expert shall be obliged to consider the special features and specifications of the client. The location and scope of activities are determined by the requirements of the respective order. If the Expert cannot fulfil the order, they must inform RGP in good time of the reason for and the probable duration of the hindrance.

(2) The Expert shall carry out each individual project by themselves. Deviations are addressed in an annex to this contract. If and to the extent that the Expert wishes to employ vicarious agents for the execution of the respective order, the Expert shall obtain the prior written consent of RGP. The Expert shall impose the same confidentiality obligations on their vicarious agents to which the Expert is subject to.

(3) To ensure proper invoicing by RGP to the client, the Expert shall document the location, content and duration of the activities in a written activity report and make the report available to RGP on a monthly basis.

(4) Upon completion of an individual project, the Expert will provide RGP with a final report and will endeavour to obtain a client reference, which the Expert will make available to RGP and which the Expert may with RGP’s consent use for themselves.

(5) The Expert must inform RGP immediately and in a timely manner if problems arise during the execution of a project or if facts or situations arise that could possibly lead to a damage of RGP.

7 Client Protection

(1) The Expert is familiar with the business model of RGP as a provider. The Expert is aware that the contractual relationship between the Expert and RGP is based on the reliance that the Expert will not bypass RGP in acquiring or executing orders with RGP's clients, either by the Expert themselves or through a third party. The only exceptions to this are orders that are concluded as a result of the direct approach by a client. In this case, the Expert shall report each assignment to RGP within five working days and disclose the contractual conditions to RGP, in particular the daily rate and the duration of the contract. For all other cases, the Expert deliberately accepts the following client protection provisions, in particular the penalty provisions contained in § 7 (5) and (6) if the Expert violates any client protection provisions. An acquisition "via third parties" is deemed to exist if the Expert or the Expert’s employees provide information about the order to a third party and the third party tries to obtain the order or even receives it. The Expert is responsible for ensuring that the Expert's employees also strictly comply with the provisions of this § 7 (1).

(2) The Expert undertakes to refrain from contacting RGP's clients by themselves, through Expert's employees or through third parties, and from soliciting or accepting any order by themselves, through Expert's employees or through third parties during the acquisition phase of an individual project. The same applies for a period of 12 months after the failure of acquisition efforts for an individual project or the termination of an individual project, regardless of the reason for which the project failed or was terminated. The Expert shall be responsible for ensuring that the Expert's employees also strictly comply with the provisions of this § 7 (2).

(3) The Expert undertakes vis-à-vis RGP to ensure that both the Expert and the Expert’s staff refrain, during the term of an individual project and for a period of 12 months after completion of a project, from contacting RGP's client for business purposes, either by themselves or through third parties and/or from seeking orders from the client directly and without the involvement of RGP and/or accepting any orders from the client, if and insofar as

a. the subject-matter of such orders from the client are services which are covered by a main order placed by the client with RGP or by a corresponding offer from RGP to obtain such order,
b. these are follow-up orders which, in terms of content or execution, are linked to orders which RGP has already carried out for the client (whereby a follow-up order is assumed in particular if a client places a follow-up order within 12 months even if there is no close factual connection), or
c. these are projects which have been or will be identified from ongoing project work or in the context of an ongoing project.

(4) The Expert agrees to pay RGP a contractual penalty in the amount of € 20,000 for each case in which the Expert breaches their obligations under § 7 (2) or (3). In the event of an ongoing breach, the contractual penalty shall be newly imposed for each month or part thereof. The contractual penalty shall be limited to a total amount of EUR 100,000 for the duration of the contract. RGP may claim damages exceeding this amount. In this case, the contractual penalty shall be set-off against the damages claim.

(5) If a contract is concluded between the Expert or a company in which the Expert has a majority shareholding or the organs or employees of any of the aforementioned and the client or a company affiliated with the client without RGP's consent within 12 months after the beginning of the acquisition of an individual contract, RGP shall be entitled to demand compensation from the Expert in the amount of 25% of the respective contract value in addition to the contractual penalty pursuant to § 7 (4).

(6) Customers with whom the Expert already has a business relationship at the time the individual order is signed are excluded from the provisions in § 7 (1) to (5). These shall be identified by the Expert and, if requested, listed in an annex to the individual order.

(7) Payment of a contractual penalty or compensation in accordance with the above paragraphs does not release the Expert from the obligation to remedy the situation that is in breach of contract.

(8) Should individual provisions of this § 7 be or become invalid, the validity of the remaining provisions of this § 7 and the entire GTC shall not be affected. In place of the invalid provision, the parties shall agree on a legally permissible provision that comes as close as possible to the meaning and purpose of the invalid provision.

8 Competitive Activity (Direct Employment with Companies during the Individual Project and in case of Failure of the Project)

(1) The Expert undertakes not to work simultaneously for a competitor of a client with the same or similar tasks during the execution of an individual project for a client. Expert warrants that his vicarious agents will not act in such a manner either.

(2) The Expert shall upon first request indemnify RGP against all claims of the client for breach of the non-competition obligation pursuant to § 8 (1).

9 Duty of Confidentiality, Disclosure of Information to Third Parties, Handling of Personal Data

(1) The Expert undertakes to maintain strict confidentiality on all operational procedures inside and outside of RGP during the use of the services of RGP, in particular during a joint acquisition phase and for a period of two years after its completion. This particularly applies to business and trade secrets.

"Confidential information" is, in particular, information about current or planned projects, customer data, internal business processes, sales channels, internal calculations, etc. It also includes the Expert's own observations, experiences and results. The obligation of secrecy also applies to all above-mentioned confidential information or other procedures and other business-relevant information concerning RGP, clients of RGP or potential clients of RGP.

The duty of confidentiality does not apply:

a. insofar as this contract expressly authorises the Expert to disclose or RGP expressly agrees to such disclosure in writing;
b. to information that is generally accessible and known at the time of disclosure, except in the case of the transmission of address data;
c. to information that has been compiled independently without using Confidential Information of the other party;
d. insofar as the Expert is obliged to disclose the information for legal reasons or due to official or court orders;
e. if the disclosure of the Confidential Information is obvious and clearly without disadvantage to RGP.

In case of doubt, the Expert must obtain the consent of RGP before disclosing the information.

(2) The Expert shall not process (i.e. store, transmit, modify or delete), disclose, make available or otherwise use protected personal data without authorization for any purpose other than providing the relevant legitimate services of RGP. This obligation continues to exist after the termination of the contractual relationship.

(3) The Expert undertakes to refrain from exploiting or using business-relevant information acquired in the course of individual orders.

(4) The Expert shall impose the obligations mentioned in § 9 (1) to (3) on their vicarious agents. § 278 of the German Civil Code remains unaffected.

(5) If the Expert breaches an obligation arising from § 9 (1) to (4), § 7 (4) and (7) shall apply mutatis mutandis.

(6) Should individual provisions of this § 9 be or become invalid, the validity of the remaining provisions of this § 9 and of the entire contract shall not be affected. In place of the invalid provision, the parties shall agree on a legally permissible provision that comes as close as possible to the meaning and purpose of the invalid provision.

10 Documents and Obligation to Surrender

(1) Business and operational documents of all kinds, including personal records on matters relating to individual orders, may only be prepared for business purposes and must be kept carefully. The Expert must ensure that third parties cannot gain access to the data. Copies or duplicates for purposes other than those of this contract are prohibited.

(2) Upon termination of this contract or in the event of an exemption from the agreed service, the Expert shall immediately return to RGP all documents, including any copies and transcripts, as well as all items made available to the Expert by RGP. At RGP's request, the Expert will expressly assure that the aforementioned items have been handed over in full and that the Expert has not kept any copies or duplicates. The same obligation applies to documents, data and items which are owned by the client.

(3) The Expert has no right of retention of documents etc.

11 Rights of Use, Consent to Data Transfer

(1) Whenever the Expert adds own content, such as text or image material to the Expert's profile, posts such content on the Website (e.g. in a forum or blog) or makes use of interactive offers on Website to exchange information with RGP or other users, the Expert grants to RGP, when sharing such content, the irrevocable, non-exclusive, worldwide, content-unlimited and free-of-charge right to such content, limited to the duration of this agreement, either by itself or through a third party, to publish such content of the Expert on the Website, to make the content available to any third party for private use, to transmit the content via electronic communications networks (such as the Internet or mobile networks) to any stationary and mobile end device on demand or as a push function - also for download -, to reproduce such content for the above purposes and to edit its form and design (but not its content).

(2) The Expert is only entitled to post content which originates from the Expert or for which the Expert has obtained the necessary rights. The Expert guarantees that any content that the Expert posts is free of third-party rights (in particular copyrights and trademark rights pertaining to text and image contributions and personal rights of individuals depicted or represented in any other form) which are contrary to the use of the content described in § 11 (1). The Expert shall indemnify RGP against all third-party claims which are asserted against RGP or its vicarious agents due to the content (comments, contributions to a discussion, in any form such as text or pictures, etc.).

(3) The Expert shall enter all data so that RGP may pass the data on to third parties within the platform or in any other way in order to place orders. In this respect, the Expert also consents to the disclosure of the data to third parties unknown to the Expert.

(4) RGP uses e-mails and automated system notifications to inform the Expert about interesting project offers, new services of the platform or other information directly related to the Expert’s work as an interim manager. Any advertising beyond this - especially from third parties - will not be sent to the Expert. By registering, the Expert expressly grants RGP permission to send these e-mails and notifications to him without special permission in individual cases. The Expert can change the receipt of such e-mails at any time via the personal settings.

 

12 Trademark Tights, Copyrights

(1) The use of RGP's logos and other marks is only permitted with the prior written consent of RGP.

(2) None of the contents of the Website may be copied, sold, loaned or otherwise reproduced or distributed without the explicit written consent of RGP.

(3) Any unauthorised reproduction or distribution of individual contents or complete pages outside of these terms or any legal exceptions is prohibited.

13 Data Protection

You can find our privacy policy here.

14 Changes to the Services and GTC

(1) Changes to the Services

  1. RGP reserves the right to change the services offered on the Website or to offer different services, unless this is unreasonable for the user.
  2. RGP also reserves the right to change the services offered on the Website or to offer different services,
  • to the extent that RGP is obliged to ensure that the services offered by RGP comply with the law applicable to the services, in particular if the applicable law changes;
  • to the extent that RGP thereby complies with a court judgment or a decision of the authorities that is directed against RGP;
  • insofar as the respective change is necessary to close existing security gaps;
  • if the change is only beneficial to the user; or
  • if the change is of a purely technical or procedural nature and does not have a significant impact on the user.
  1. Changes with only have insignificant influence on the functionalities of the Website do not constitute changes in performance within the meaning of this clause. This applies in particular to changes of a purely graphical nature and changes in the arrangement of functions.

(2) Amendments of the GTC

  1. RGP reserves the right to amend these GTC at any time without stating reasons, unless this is unreasonable for the user. RGP will notify the user of any changes to the GTC in due time. If the user does not object to the validity of the new GTC within six weeks after notification, the amended GTC shall be deemed accepted by the user. In the notification, RGP will inform the user of his right to object and the meaning of the objection period.
  2. RGP also reserves the right to amend the GTC,
  • if the change is only beneficial to the user;
  • if the change is of a purely technical or procedural nature, unless they have a significant impact on the user;
  • to the extent that RGP is obliged to ensure that the GTC comply with applicable law, in particular if the applicable law changes
  • to the extent that RGP thereby complies with a court judgment or a decision of public authorities directed against RGP; or
  • to the extent that RGP introduces additional, completely new services or service elements that require a service description in the GTC, unless the previous user relationship is changed to the disadvantage of the user.

RGP will inform about such changes to the GTC, for example on the Website.

  1. The user's right of termination according to § 4 remains unaffected by any changes to the services or GTC according to this provision.

15 Final Provisions

(1) The law of the Federal Republic of Germany shall apply.

(2) Place of jurisdiction shall be Munich, Germany, if the Expert is a merchant or does not have a residence in Germany and if no other exclusive place of jurisdiction exists.

(3) Should individual provisions of these GTC be invalid in whole or in part, this shall not affect the validity of the remaining provisions.

 

footer-tag2x-1.png

Please enable the javascript to submit this form

Copyright © 2020 Resources Global Professionals (Germany) GmbH