General Terms and Conditions for Consulting Contracts

Unless otherwise specifically agreed with the Ordering Party through a Master Service Agreement or a Statement of Work, the following general terms  & conditions set forth here will apply to the Quotation or SOW.

1. Specific Obligations of Ordering Party

In order for the Contractor to properly provide the Professional Services set forth in the Pricing Schedule / Professional Consulting Contract (SoW), both the parties agree to cooperate during the entire project runtime providing timely information on project demand, availability of resources, access to infrastructure or IT systems or feedback about the work.

2. Specific Terms and Conditions of the SoW

The Parties mutually agree to the following Terms and Conditions specifically negotiated for the SoW. By ordering one or more items out of this proposal the following Terms and Conditions come into effect for the ordered professional services:

2.1 Acceptance

The submission of the documents or the timesheet marks the completion of the tasks to be delivered and on acceptance, the services are deemed to be accepted.

2.2 Confidentiality and Secrecy Agreement

The Parties mutually agree, that each Party will hold in confidence for a period of no less than five [5] years regarding all detailed Information, all detailed Subjects, Pricing and Terms and Conditions of the SoW.

2.3 Right of Ownership and Intellectual Property

Ordering Party shall retain full title and ownership to all deliverables including documents, templates, etc. Contractor reserves the right to re-produce or re-use concepts, inventions or ideas in its professional services practice elsewhere.

2.4 Payment Plans

If not agreed otherwise in the Professional Consulting Contract (SoW), the following payment milestone schedule is applicable: 

  • Submission of invoice & the timesheet at the end of every month stipulated by the Ordering Party or their clients.
  • The payments shall be done without any deductions within 30 days from the submission of the invoice or timesheet as agreed with the purchasing conditions.
2.5 Pricing

The Contractor shall provide services within the timeframe and scope set forth in the SoW at an hourly/daily rate or fix price as per the agreement in each of the SoWs. The rates are applicable for normal working days between 06:00 – 18:00. In case of a service delivery on a time & material basis, the service days listed are estimated and the ORDERING PARTY has no obligation to take the service days in total. 

​All prices are to be understood plus applicable taxes (e.g. VAT). In addition, applicable international traveling expenses and daily allowances as well as costs for remote data transfer, will be invoiced in actuals along with the invoice as mentioned in section 2.4 of this document.

3. Applicable Law

The SoW and its Terms and Conditions are subject to German jurisdiction and law. The Contractor and the Ordering Party each agree to comply with all local, state, federal and national or international laws, rules and regulations applicable to it and the performance of its obligations under the SoW.

4. Force Majeure

Neither Party hereto shall be liable for any breach of its obligations hereunder (other than payment obligations) resulting from causes beyond its reasonable control including but not limited to fire, strikes (excluding their own employees) insurrection of riots, embargoes, container shortages, wrecks, or regulations of any civil or military authority (an "event of force majeure") for the time such event of force majeure continues. Each of the Parties hereto agrees to give notice forthwith to the other upon becoming aware of an event of force majeure such notice to contain details of the circumstances giving rise to the event of force majeure and use its best efforts to resume its obligations irrespective of such event of force majeure.

5. Limitation of Liability and Exclusion of Consequential Damages

In no event shall the Contractor be liable for any consequential, indirect, special or incidental damages, including but not limited to, loss of anticipated profits or benefits or loss of data. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies. Neither Party shall assert, and each Party hereby waives, any claim or cause of action it may now have or hereafter acquire against the other Party or its affiliates on any theory of liability for any one or more of special, indirect, incidental, exemplary, consequential, punitive or liquidated damages in connection with or as a result of the SoW or the transactions contemplated hereby, it being the intention of the Parties and an inducement to each Party to enter into the SoW, that each Party may only be liable under the SoW for actual and direct damages.

This section "Limitation of Liability and Exclusion of Consequential Damages" shall survive the termination of the SoW for Three (3) years.

6. Compliance

We draw your attention to the fact that our employees are instructed to comply with all applicable legal regulations. In particular, our employees are not allowed to offer, promise or grant inappropriate advantages and benefits. By executing the SoW by signature (Contractor), purchase order issuance (Ordering Party) and final order confirmation (Contractor) both parties agree to be bound by all terms and conditions of the Agreement and the Pricing Schedule. The SoW will only come into effect after receiving a binding purchase order by Ordering Party.

7. Non-Solicitation Clause

Both parties, the Contractor and the Ordering Party undertake that each will not for a period during the duration of the contract and for two years from the termination of this Agreement entice away or solicit to entice away from the other party any employee or its clients of such other party. Each party acknowledges that the prohibition and restriction contained in this clause are reasonable in the circumstances and necessary to protect the business of the other party.

8. Escape Clause

In the event that any provision of this contract is or becomes wholly or partially unenforceable, or in the event that there is a gap in this Agreement, this shall not affect the validity of the remaining provisions of this Agreement. In lieu of such ineffective, unenforceable or unenforceable provision, such effective and enforceable provision shall be deemed to be agreed between the parties as the parties would have agreed, taking into account the economic purpose of this Agreement, if they were ineffective, impracticable or lacking in the conclusion of this Agreement aware of the provision in question. By executing below, both Contractor and Ordering Party agree to be bound by all terms and conditions of the Agreement and this Pricing Schedule.

9. Place of performance 

The services are delivered either at the Vendor’s premises or remote or at the Ordering Party’s location upon communication.  

10. Cancellation Terms for Quotation or SOW 

Either Party may terminate this Professional Consulting Contract on 4 weeks written notice. 

FrontWell Solutions GmbH, Konrad-Adenauer-Allee 1-11, 61118 Bad Vilbel 

FrontWell Solutions Inc:

  • Operation address: 85 Swanson Road Suite 267 Boxborough, Massachusetts (US) 01719
  • Register address: 8 The Green Suite B Dover, DE 19901, United States

Effective as of May 12, 2023