Terms & Conditions
for Companies

§ 1 Scope and definitions

These Terms and Conditions govern the performance of services provided by Consultport GmbH, having its seat in Rheinsberger Str. 73, 10115 Berlin, and registered in the Commercial register of the District Court of Charlottenburg under No. HRB 179966 B (“Consultport”), the use of the website www.consultport.com and the platform app.consultport.com (“Platform”), and the engagement of consultants that provide consulting services (“Consultant”) to a legal entity (“Client”) 

Any deviations of these terms require the expressed consent of Consultport.

These Terms and Conditions apply to companies in accordance with Sec. 310, para. 1 and Sec. 14 of the German Civil Code (BGB).

Unless agreed otherwise, the Terms and Conditions in the version effective at the time of the client user’s registration or the version most recently communicated to it in text form are deemed to be a framework agreement for the provision of consulting services. This framework agreement sets out general framework terms. The specific services are provided on the basis of individual agreements, such as Statement of Work (“SoW”) or Purchase Orders (“PO”), which specify the type, scope, and fees of the respective service (“individual agreement”).

Definitions

Consultport: Consultport GmbH is the legal entity that operates the www.consultport.com website and app.consultport.com platform, to help clients to find and engage consultants, and help consultants to find and work on projects (“Consultport”).

Client: Any legal entity intending to enter or has entered into an agreement with Consultport for the receipt of consulting services through the platform provided by Consultport. This entity seeks consulting expertise for specific projects and agrees to engage consultants via the framework set by Consultport (“Client”).

End Client: Refers to the actual recipient of the consulting services provided by the Consultant, in particular in scenarios where the Client is a service provider, investor or intermediary, such as a consulting firm or an investment firm who supports their portfolio companies. The end client benefits directly from the deliverables of the Consultant(s) engaged through Consultport (“End Client”).

Consultant: A self-employed individual or a consultant employed by a consulting company who is not an employee of Consultport but is engaged through Consultport to provide consulting services to the Client. The Consultant performs these services in a capacity of self-employment or as part of their employment with a consulting firm, under terms agreed upon in individual consulting agreements (“Consultant”).

Project: The specific consulting mandate, for which a Consultant is engaged by a Client (“Project”).

§ 2 Subject matter

Consultport will provide the Client with consultants through the platform who perform consulting services for the Client. The professional services include in particular consulting and support of the Client in the implementation and accomplishment of the Project as described in more detail in the respective individual agreement. 

Consultport is committed to maintaining a functional and user-friendly platform. This responsibility includes, but is not limited to, ensuring that the platform is operational and accessible, performing performance and security updates, developing features that enhance the user experience, general maintenance, and addressing any technical issues that may arise.

§ 3 Execution of an agreement

The Client may inform Consultport via the Platform, by phone, or by email that it needs advice and is looking for consultants for projects (“project need”). The Client provides, in this case, the most accurate possible project description; in particular, the project goal, project duration, project location, project budget, and the required consulting expertise should be specified  (“project description”). Based on the project description and, where appropriate, further consultations, Consultport will search for, and make requests to, suitable Consultants and offer the Client to execute an individual agreement setting forth in particular the following information:

• name of the Consultant
• qualification and experience of the Consultant
• daily rate

The Client may personally, per video or phone call, meet the respective Consultant(s). The Client may accept Consultport’s offer within five business days upon the receipt of the offer to execute an individual agreement, or make a counter-offer to Consultport. Consultport may accept the counter-offer, subject to the relevant proposed Consultant’s consent, within a further five business days upon the receipt of the offer to execute an individual agreement.

§ 4 Consulting services

The services of the Consultant are described in more detail for each project in an individual agreement. Consultport does not provide such consulting services by itself. The service is provided by suitable Consultants from the platform, who act as independent contractors (“Services”).

§ 5 Fee and billing

The Client will pay Consultport for the contractual services the fee stipulated in the respective individual agreement. The billing is based on the Consultant’s daily or hourly rates. In particular cases, the parties may also agree on a fixed fee for individual projects. Any then-applicable taxes related to the provision of services, such as value-added tax or country specific withholding taxes (if applicable) are to be paid on top by the client who engages the consultant.

As part of Consultport’s service offerings, Consultport will handle the invoicing process on behalf of the Consultants engaged by the Client. This process involves generating and sending invoices to the Client for the services rendered by the Consultant in accordance with the terms agreed upon in the respective individual agreement. 

Consultport will invoice the contractual services on a monthly basis. Each invoice contains the services rendered by the Consultant in the respective billing period. The fee is payable to Consultport’s account within 30 days of receiving the invoice.

Upon receipt of an invoice from Consultport, the Client shall have fourteen (14) calendar days to review, and approve or reject the invoice. A rejection may be communicated to Consultport in text form (e.g., email). Any objections to the invoice must be explicitly  communicated in text form to Consultport. Failure by the Client to reject the invoice within this timeframe shall result in the invoice being automatically deemed approved. Any adjustments required to an invoice do not change the due payment date. 

Consultport reserves the right to claim default interest at a rate of 1.5% per month on any amounts overdue from the date they become due and payable.

Consultport reserves the right to engage a debt collection service for overdue invoices. The Client agrees to pay the debt collection costs.

In the event that the Client issues a purchase order to Consultport in connection with the Services, any terms and conditions set forth in the purchase order which are in addition to or establish conflicting terms and conditions to those set forth in these Terms and Conditions are expressly rejected by Consultport.

§ 6 Loyalty arrangement and prohibition of circumvention

The Client (and End Client) (together going forward “(End) Client”) are prohibited, whether directly or indirectly and whether personally or through third parties, from entering into consulting agreements with the Consultants provided by Consultport (“Loyalty Arrangement”). This prohibition applies a) for the duration of the Consultant’s services to the (End) Client and for 18 months after the termination of those services of the Consultant to the (End) Client  or b) in case the Consultant was not engaged yet by the (End) Client, 18 months from the date on which Consultport has made the (End) Client namely aware of the Consultant through the platform or per email (“protection period”). 

The (End) Client agrees not to refer Consultants, which were introduced through Consultport, directly or indirectly to parent, sibling, or other affiliated companies.

The (End) Client undertakes to notify Consultport in writing if it engages the Consultant for the first time or repeatedly during the protection period. This also applies to the mediation of services or other consultants and experts contacted or informed by the Consultant, provided such mediation is intended to make a profit.

A breach of any term of the Loyalty Arrangement shall constitute a material breach of the Terms and Conditions of Consultport. In the event of a material breach, Consultport reserves the right to restrict or exclude the (End) Client from using its services and/or its platform in the future. This exclusion may be temporary or permanent, at the discretion of Consultport.

Suppose the Consultant and the (End) Client enter into a contract during the protection period and in circumvention of Consultport, Consultport is entitled to a contractual penalty of double the total project fee of this engaged Consultant plus value-added tax, and a minimum of 25,000 Euros. The above penalty applies accordingly to any further breach of the Loyalty Arrangement.

§ 7 Permanent employment of the CONSULTANT

If the Client (or End Client) wishes to permanently employ a Consultant mediated or proposed by Consultport during the protection period, the (End) Client must pay a commission amounting to 30% of the gross annual target salary including variable remuneration of the Consultant (plus value added tax). Payment must be made within 30 days of commencement of the relevant employment relationship.

If the (End) Client offers a non-employee role to the Consultant during the protection period (e.g., a role as a board member or strategic advisor), the Client shall owe to Consultport, an appropriate finder’s fee in line with standard industry practice.

§ 8 Rights of use

If and insofar as works created explicitly for the Client (“Deliverables”) result from the provision of the contractual services, Consultport grants the Client the exclusive right of use, unlimited in terms of space, time, and content, to the respective Deliverable applicable for all types of use, with full payment of the agreed fee due for this project. 

If the use of the Deliverables requires Consultport’s or Consultant’s pre-existing Intellectual Property (not developed specifically for the Project but necessary for the operation or use of the deliverables), Consultport provides a non-exclusive right of use of this pre-existing Intellectual Property to the Client. The usage of “Open Source” licenses and/or the use of open software must be agreed upon in advance by the Client and the Consultant.

§ 9 Protection of confidential information

The parties will maintain confidentiality concerning all in-house transactions and confidential matters of the other party, in particular business and commercial secrets, of which they become aware in the course of their cooperation. Confidential Information is any material, knowledge, information, and data (verbal, electronic, written or any other form) concerning one of the parties or its businesses (“Confidential Information”). The confidentiality obligation survives the termination of this Agreement. Consultport will, in particular, impose the appropriate confidentiality obligation on the Consultants provided to the Client. If a Confidential Information under this Agreement does not meet the requirements of a trade secret within the meaning of the German Trade Secret Act (GeschGehG), such Confidential Information shall nevertheless be subject to the confidentiality obligations under this Non-Disclosure Agreement.

This obligation does not apply to the Confidential Information:

a) that was verifiably already known to the recipient at the time of the execution of this Agreement or thereafter disclosed by a third party without any breach of the confidentiality agreement, statutory provisions, or regulatory requirements;

b) that is publicly known at the time of the execution of this Agreement or becomes publicly known thereafter through no breach of this Agreement; and

c) that is required to be disclosed by law or by order of a court or public authority. To the extent permitted and possible, the receiving party required to make a disclosure will inform the other party in advance and enable it to challenge the disclosure.

§ 10 Term and Termination

This Agreement commences upon the Client’s registration on the Platform and remains in effect indefinitely. It may be terminated by either party at the end of a month by giving four weeks’ notice. The right to immediate termination for a good cause remains unaffected. A failure to pay an invoice within the agreed period and a conviction for a crime are deemed, inter alia, to be a good cause.

A termination of the Framework Agreement does not affect any individual agreements concluded on its basis if the term of an individual agreement as specified therein is other than that of this Framework Agreement.

The following sections shall survive termination of the agreement: 6, 7, 8, 9, 11, 12, 14.

§ 11 Liability

Consultport is liable for breach of contractual and non-contractual obligations by Consultport as provided by law. Consultport is liable for damages – on any legal ground whatsoever – in the case of intent and gross negligence. In the case of less than gross negligence, Consultport is only liable

a) for damages resulting from fatalities, physical injuries, or damage to health.

b) for damages resulting from a breach of a material contractual obligation (obligation of the fulfillment of which is crucial for performing a consultancy contract correctly and on the compliance with which Consultport regularly relies upon and may rely on (essential contractual obligation)).

Consultport’s liability, under any circumstances, is limited to the lower of either the respective project volume (in Euros, excluding taxes) as specified in the service offer or the total amount paid by the Client for the respective project resulting in Consultport’s liability within the preceding 6 months from the incident giving rise to such liability.

Claims against Consultport not initiated within one (1) year from occurrence or latest one (1) year after a respective consultant engagement ended will be automatically irrevocably waived, preventing any further action based on such claims.

The website www.consultport.com also contains links to websites maintained by third parties and the content of which Consultport may not be aware of. Links to third-party websites are only for the convenience of navigation. Consultport assumes no liability for the content of third-party websites.

Consultport makes no representations or warranties, express or implied, with regard to the services, the consulting services or any activities or items related to the terms and conditions. Consultport assigns to the Client already all the claims  for performance and claims for defects it has against the Consultants. Such assignments also include future collateral. The Client accepts the assignment.

§ 12 Data privacy protection

The parties undertake to comply with the applicable data privacy protection regulations. If Consultport processes personal data on the order of the Client, the parties will conclude the necessary order processing agreement separately. The parties warrant that they have imposed confidentiality obligations on persons authorized to process personal data or that they are subject to an appropriate statutory confidentiality obligation.

§ 13 Governing law and venue

This framework agreement is governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on the International Sale of Goods. As far as permissible, the legal venue is Berlin, Germany.

§ 14 Dispute resolution

The Client agrees that the resolution of any claims, disputes, or controversies arising from or associated with this agreement shall be pursued strictly on an individual basis, excluding participation as both plaintiff or class member in a representative action. The Client irrevocably waives any right to initiate or partake in any Class Action across any venue. If the Dispute is subject to arbitration, the arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action. Additionally, the arbitrator shall not make an award to any person or entity not a party to the arbitration.

§ 15 Force Majeure

Neither Client nor Consultport will be liable for any delay or failure to perform its obligations under these Terms and Conditions, except for Client’s payment obligations, due to any cause beyond its reasonable control, including labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, earthquakes, storms or other acts of nature, embargoes, riots, acts or orders of government, acts of terrorism, or war.

§ 16 Amendments and supplementary agreements

This framework agreement sets out all arrangements between Consultport and the Client concerning its subject. Any supplementary agreements and amendments to that, including this clause requiring the written form, must be in writing.

Consultport may publish anonymous short descriptions of projects done through Consultport, and add the Client’s name or logo to their client portfolio list on their website and presentations.

§ 17 Severability

Should any of the above provisions be invalid, this does not affect the validity of the remaining provisions. The invalid provision must be replaced by a valid provision that corresponds to its intended economic purpose.