Terms & Conditions
for Consultants

1. These Terms and Conditions (“T&Cs for Consultants”) govern the framework conditions for the purchase of goods and services, in particular consulting services, by Consultport GmbH, based in Berlin, Germany, registered in the Commercial Register of the Charlottenburg Local Court under HRB 179966 B (“Consultport”), as well as the use of the website www.consultport.com and  platform app.consultport.com (“Platform”) operated by Consultport.
2. The specific modalities of the respective order, such as the scope of time and remuneration, are agreed individually by means of an offer submitted by the potential Contractor (hereinafter also referred to as “Contractor” or “Consultant”) or an order placed by Consultport.
3. Consultport may offer supplemental services or offers to Consultants (“add-on Services”). The terms of add-on services will be in addition to, and shall be deemed a part of these T&Cs for Consultants. In the event of a conflict between these Terms and any such supplemental terms, the supplemental terms will govern.
4. When registering on the platform, the Consultant must truthfully provide all data, such as name, address, contact details, and qualifications (education and professional experience).

§ 2 Assignment

1. Companies submit projects via Consultport or the Platform.
2. Consultport then presents projects to the Consultant by telephone, e-mail or via the Platform.
3. The Consultant then informs Consultport by telephone, e-mail, video (Teams, Zoom or similar) or via the Platform whether the Consultant is interested in carrying out the project and can submit a corresponding offer. The offer should include in particular the amount of the daily rate or a flat fee.
4. By submitting the offer, the Consultant agrees to the forwarding of his personal data to the respective client of Consultport (“Client”).
5. If required, a personal or telephone meeting coordinated by Consultport will take place between the Consultant and the Client. This can also take place via video conference.
6. Consultport can accept the Consultant’s offer within 7 days of receiving the offer or submit an alternative offer.
7. A project agreement is in effect when Consultport accepts the offer of the Consultant or the Consultant accepts the alternative offer within five days (“project order”). The Consultant’s consent is binding. If the Consultant withdraws its agreement to the project after initial approval by all parties (including verbal agreement) and in compliance with all parameters of the service offer (start date, daily rate or content), Consultport reserves the right to claim damages in the amount of the lost project revenue, and at least EUR 10,000 (plus VAT if applicable).

§ 3 Provision of the service

1. The Consultant shall provide the services on its own responsibility, in full, on time and in accordance with the order in accordance with the principles of proper professional practice, applying the respective technological standards. The Consultant warrants that it has the expertise required to provide the service. In the case of a time-based service, the Consultant shall regard the agreed hours per day as a guideline and spend the time necessary to successfully achieve the project objective.
2. The Consultant shall make all investments necessary to carry out the order (hardware, software, employees, etc.) at its own expense and thus use its own resources for the realization of the order.
3. Should there be a need for information and/or coordination on the part of the Consultant in connection with the provision of the service, the Consultant shall contact Consultport immediately.
4. If the Consultant is unable to provide its service – for whatever reason – or is unable to provide it to the agreed extent, it shall inform Consultport immediately.
5. It is the Consultant’s responsibility, as applicable, to register its business, obtain any necessary permits, take a professional liability insurance, and make required payments to the tax office and social security institutions.
6. In the event that the Consultant is unable to provide the service due to illness, injury or other significant reasons, the Consultant shall inform Consultport and the client immediately. If no service is provided in terms of the consulting project and project objectives, no fee shall be payable.

§ 4 Delivery, acceptance, and remuneration for services

1. The Consultant shall receive remuneration for its work, which shall be agreed within the respective offer or order. The remuneration shall cover all costs and expenses incurred by the Consultant within the scope of the respective order, insofar as no other provisions are contained in the Consultant’s offer or the order placed by Consultport.
2. The remuneration shall be invoiced on a monthly basis (“Billing Cycle”). For this purpose, the Consultant shall track the hours or days worked, including a brief description, at the end of each month and inform Consultport of these using an “activity tracker”. Consultport submits the invoices on behalf of the Consultant to the Client. The Client has 14 days to approve or reject the invoice. The Consultant’s invoice is due within 45 days of the invoice date. Consultport pays the Consultant only after the corresponding invoice amount has been settled by the Client, whereby payment of the remuneration or the agreed fee to the Consultant is due within seven bank working days (Berlin) after receipt of the money by Consultport.
3. If the due date falls on a bank holiday, or any other day when banks are closed (in Berlin), that due date shall be automatically extended to the subsequent business day when banks reopen.
4. The Consultant shall invoice for the provided services within 30 calendar days from the end of each Billing Cycle. Any invoice for provided services more than 6 months ago cannot be invoiced anymore.
5. The Consultant may only invoice the service actually rendered by the Consultant in accordance with the respective offer or the respective order, whereby the scope of services specified in the order always represents the maximum scope. The Consultant shall not be entitled to the complete provision of this specified maximum scope. There is no acceptance guarantee in this context.
6. If any invoices or payments are in dispute, Consultport may withhold such payment until the dispute is resolved. If Consultport determines the Consultant is responsible for a dispute, or other project-related issue, Consultport reserves the right to deduct from the payments remitted to the  Consultant any damages or costs Consultport incurs as a result of such issue.
7. If the Consultant starts performing Consulting Services before the Consultant has a fully-executed order or other applicable agreement governing a project, and before the Consultant has completed all compliance requirements, the Consultant acknowledges that the Consultant may not be paid for Consulting Services performed. The same shall apply for the Consultant providing Consulting Services outside the scope of the respective project order.
8. Consultport shall send reminders for outstanding claims on behalf of the Consultant. If the Client does not pay within 3 months (or 90 days) after the due date, the Consultant may assert the claim in the amount of the consulting costs directly against the Client in writing, even without Consultport. The Consultant shall bear the default risk for any invoices.
9. Claims by the Consultant can only be asserted against Consultport within 6 months after the end of the respective activity. This requires text form.
10. Consultport has the right to cancel an order. This shall not affect the Consultant’s right to payment of the remuneration for services already rendered within the scope of the order.
11. Remuneration shall be subject to value added tax, if required by law. This must be shown explicitly on the invoice.

§ 5 Delivery, acceptance, and remuneration for goods

1. The Consultant shall notify Consultport immediately of the completion of agreed partial services and the overall service exclusively in the event that the Consultant provides goods in accordance with Sections 631 et seq. of the German Civil Code (BGB).
2. Consultport or its client shall inspect the goods provided without delay. It shall be deemed to have been accepted if Consultport does not notify the Consultant in text form of the defects it has identified within a period of 30 days after notification of completion. In this case, Consultport shall set the Consultant a grace period to rectify the defects. If this grace period expires without result, Consultport shall be entitled to reject the rectification of defects by the Consultant and to carry out a replacement at the Consultant’s expense.
3. Payment shall be made after acceptance of the good, service or partial service. Payments on account may be agreed.
4. Unless otherwise agreed in the order or the offer, the statutory provisions shall apply to any warranty claims of Consultport against the Consultant.

§ 6 Loyalty agreement and prohibition of circumvention

1. The Consultant is prohibited from submitting offers for consulting services, accepting projects and carrying out consulting services directly or indirectly, personally or via third parties, for the Client, as well as customers of the Client for whom the Consultant has worked for (“End-Client”), circumventing  Consultport (“Loyalty Agreement“).
2. This prohibition shall apply for eighteen (18) months from the latter of a) the time at which the Consultant was proposed or introduced by name by Consultport for a specific project or position with the Client or End-Client, regardless of whether the Client or End-Client actually engages the Consultant for the project, or b) the duration of the respective assignment, as well as for eighteen (18) months after the end of the respective assignment of the Consultant with the Client or End-Client (“protection period”).
3. If the Consultant and the Client conclude an employment, consulting or other contract during the protection period, this shall give rise to the disprovable presumption (reversal of the burden of proof) that the Consultant contacted the Client directly or made the Client an offer for consulting services. The same shall apply if the Consultant concludes an employment-, consulting- or other contract with a company affiliated with the Client or a customer of the Client where the Consultant worked for the Client.
4. The Consultant hereby agrees to pay Consultport a contractual penalty in the amount of twice the total fee for the respective project, and at least EUR 25,000.00 (plus VAT if applicable), for each case of infringement of the provisions of the above paragraphs 1, 2 and 3, waiving the plea of continuation. The contractual penalty shown shall be incurred accordingly in the event of any further breach of this loyalty agreement. Further claims by Consultport shall remain unaffected by this.
5. During the protection period, the Consultant is obliged to inform Consultport of all contract initiations and contract conclusions that are directly or indirectly attributable to its user account or the commissioning of Consultport. This includes the remuneration details of contract offers and conclusions of all initial, repeated and continuous consultations as well as permanent employment as an employee with clients or Consultants involved in the placement of clients.
6. If a circumvention situation arises, Consultport reserves the right to exclude the Consultant from the platform in parallel with the pursuit of financial claims.
7. The Consultant informs Consultport immediately if the Client suggests circumventing Consultport during the protection period.

§ 7 Warranty and liability

1. The Consultant warrants that the service owed will be performed in a timely and proper manner in accordance with the agreed agreements and the principles of proper professional practice.
2. The Consultant shall indemnify Consultport against all claims asserted against Consultport by third parties on account of the service provided by the Consultant and shall assume all reasonable costs incurred by Consultport as a result, including the reimbursement of the costs of necessary legal representation.
3. Consultport shall only be liable for itself and its employees, irrespective of the legal grounds, in the event of damage caused intentionally or through gross negligence.
4. Only claims which have been brought forward to Consultport within one year from the occurrence of the event that gives rise to the claim can be issued against Consultport. Claims not initiated within this one-year period will be automatically irrevocably waived, preventing any further action based on such claims.
5. The www.consultport.com website also contains links to websites that are maintained by third parties and whose content Consultport may not be aware of. Links to third-party websites are provided solely to facilitate navigation. Consultport accepts no responsibility for the content of external websites.

§ 8 Rights of use

1. If and insofar as works created specifically for the client (“work results“) are created within the scope of an assignment, the Consultant shall grant Consultport the exclusive right to use the respective work result for all types of use, without restriction in terms of territory, time or content. This also includes the right to transfer the right of use in whole or in part to third parties, in particular to the respective client. If the work results require the Consultant’s pre-existing Intellectual Property, the Consultant shall grant Consultport the non-exclusive right to such Intellectual Property, and the right to transfer those rights to the Client.
2. 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.
3. The Consultant guarantees Consultport that:
   ● the rights to the ownership of the work results will not be passed on to third parties,
   ● the works are its own creation and have not been copied from third parties,
   ● as far as is known, the use of the works does not infringe the rights of third parties,
   ● except for the fees listed in this agreement, no further fees or other compensation are provided for the complete transfer of rights.

§ 9 Confidentiality

1. In the context of its work for Consultport, the Consultant will inevitably receive information about Consultport, clients and project inquiries that is not publicly known (“Confidential Information“). The Consultant shall treat this information as strictly confidential at all times. The obligation to maintain confidentiality shall remain in force even after completion of the respective order.
2. In this context, “Confidential Information” is all material, knowledge, information, and data provided to the Consultant by Consultport or the Client (verbally, electronically, in writing or in any other form), in particular, but not exclusively, any information on project content, terms of engagement, tasks of the Consultant, as well as the identity of the Client, its customers, suppliers and partners. It is also confidential that the client is looking for a consultant and that Consultport is providing support in this matter. If the (potential) Consultant is unsure which information is not “Confidential Information” within the meaning of this agreement, it must contact the client and obtain its binding assessment. 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.
3. Business and operational documents of all kinds, including personal records of order-related matters, may only be used for business purposes and must be stored carefully.
4. The Consultant shall, at any time during the project, upon request of the Client or Consultport, return all materials containing Confidential information in its possession to the Client or Consultport. Upon completion of the project activity, all Confidential information shall be returned or destroyed.
5. Neither Party may (a) disclose, or attempt to use or personally benefit from (e.g., engaging in any purchasing or selling of securities) any Confidential Information or any Material Non-Public Information that is disclosed or known by the Consultant because of your participation in the Consulting Services or (b) communicate any such information to any person or entity when it is reasonably foreseeable that such person is likely to purchase or sell securities based on such information.
6. Some Consulting Services are collaborative and involve working with other Consultants.  The Consultant owes the same duty of non-disclosure to such other Consultants as the Consultant would to any Client under these Terms.
7. In the event that the Consultant becomes aware that Confidential information has been disclosed by employees or consultants in breach of this agreement, the Consultant must inform Consultport and the relevant client immediately.
8. The Consultant shall pay a contractual penalty of EUR 15,000.00 for each case of culpable breach of the obligations set out in this confidentiality agreement. In the case of continuous breaches, this shall apply for each month or part thereof of the breach. The contractual penalty shall be offset against the actual damage. Consultport’s right to assert a claim for damages in excess of this shall remain unaffected.
9. Consultport is entitled to publish an anonymized brief description of the project on the Consultport website, without naming the Consultant, but stating the project topic, the industry, and the duration of the project.
10. Consultport may provide future clients with unchecked evaluations of the Consultant’s performance from previous orders.

§ 10 Data protection

1. The parties undertake to comply with the applicable data protection regulations in accordance with the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG) and guarantee that they have obliged the persons authorized to process personal data to maintain confidentiality or that they are subject to an appropriate statutory duty of confidentiality.

§ 11 Term

1. The validity of these Terms and Conditions for the Consultant shall commence upon registration on the Consultport platform. These Terms and Conditions are valid for an indefinite period and can be revoked by the Consultant with a notice period of four (4) weeks to the end of a month. In the event of revocation or non-compliance with these framework conditions, Consultport reserves the right to exclude the Consultant from using the platform.
2. An order or purchase order begins on the start date of the period defined in the purchase order and ends after the following events occur
   1. the agreed end date or order volume has been reached, which can be adjusted with the agreement of all parties involved (client, Contractor and CONSULTPORT).
   2. Cancellation of the order.
3. The right to terminate without notice for good cause remains unaffected. An important reason is, among other things, a conviction for a criminal offense or non-compliance with the minimum requirements for the professional provision of services.
4. Termination of the  Terms and Conditions shall not affect the contracts or orders concluded on its basis if the order specifies a term that differs from the term specified in these General Terms and Conditions. In addition, §6 (“Loyalty Agreement and Prohibition of Circumvention”), §7 (“Liability”), §8 (“Rights of use”) and §9 (“Confidentiality”) shall continue to apply after termination of these General Terms and Conditions.

§ 12 General provisions

1. Consultport has the right to amend these T&Cs for Consultants unilaterally. The Consultant agrees to the changes by continuing to use the Consultport service. If it is a significant change with considerable effects, Consultport must announce this within a reasonable period of time. If the Consultant does not object within this period, the new, amended T&Cs for Consultants shall apply to it.
2. Amendments to the T&Cs for Consultants and the order must be made in text form; this also applies to the revocation of this text form clause. 
3. The inclusion of any terms and conditions from the Consultant is expressly rejected.
4. These T&Cs for Consultants and the offers and orders based on them apply only to entrepreneurs in accordance with Sections 310 (1) and 14 of the German Civil Code (BGB) and are subject to the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws rules of private international law.
5. The Consultant 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 Consultant 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.
6. Neither Consultport nor the Consultant will be liable for any delay or failure to perform its obligations under these Terms and Conditions, 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 (“Force Majeure”).
7. Should any provision of these T&Cs for Consultants be or become invalid, the remainder of the T&Cs for Consultants shall remain valid. The relevant statutory provisions shall apply in place of the invalid provisions.
8. The place of jurisdiction is – as far as permissible – Berlin, Germany.