General Terms and Conditions

§ 1 Scope

The following General Terms and Conditions (“GTC”) apply to all contracts concluded between Eliforia Consulting GmbH (i.Gr.) (“Eliforia”) and its clients. Deviating, conflicting or supplementary terms and conditions of the client will not become part of the contract, even if they are known, unless their validity has been expressly agreed to in writing.

§ 2 Subject matter of the contract

2.1. Eliforia supports entrepreneurs (§ 14 BGB) or companies in applying for EU funding.
2.2. Eliforia offers an “all-inclusive” package that includes the following services:

• Identification and analysis of suitable funding calls
• Identification and acquisition of necessary and relevant partner organisations
• Preparation and submission of funding applications
• Conclusion of the contract with the funder in the event of a successful funding application.

2.3. Eliforia offers the services from the package separately as well. In addition, Eliforia offers a review and evaluation of funding applications that have already been written by the client, as well as taking over project administration.
2.4. Eliforia may use third parties to fulfil its contractual obligations.

§ 3 Conclusion of contract

3.1. Eliforia initially arranges a free, digital introductory meeting with potential clients. In this meeting, Eliforia presents the company, the services offered, the pricing model and the funding call. After the meeting, Eliforia sends the client a contract document corresponding to the offer for signature by email. The contract is concluded when both parties sign the agreement.
3.2. All information that is not expressly stated in the offer (e.g. advertising information or other information) is legally non-binding and does not become part of the contract.

§ 4 Obligation to cooperate

Eliforia requires information from the client in order to perform the contractual services. The client is obliged to provide this information to Eliforia promptly upon request. In addition, the client is obliged to correspond with Eliforia promptly. In particular, the client is obliged to develop and determine the project activities together with Eliforia, insofar as this is necessary in individual cases. The client is obliged to review and approve the draft, including the budget, prepared by Eliforia.

§ 5 Remuneration and terms of payment

5.1. The amount of remuneration is shown in the offer. Unless otherwise agreed, the prices are net plus the applicable VAT, which will be shown separately on the invoice.
5.2. Eliforia will invoice the fee only after the service has been provided in full.
5.3. Payment is due within 14 days of invoicing, unless otherwise agreed. Payment is made by bank transfer to the bank account specified on the invoice.

§ 6 Liability

6.1. Eliforia is expressly not liable for the success of the funding application.
6.2. Claims of the client for damages are excluded. Excluded from this are claims for damages by the client resulting from injury to life, body or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages caused by intentional or grossly negligent breach of duty by Eliforia, its legal representatives or vicarious agents. Essential contractual obligations are those whose fulfillment is necessary to achieve the purpose of the contract
6.3. In the event of a breach of essential contractual obligations, Eliforia is only liable for the foreseeable damage typical of the contract if this was caused by simple negligence, unless the client has claims for damages arising from injury to life, body or health.
6.4. The liability limitations of this entire section apply to Eliforia’s agents and employees as well.

§ 7 Confidentiality

7.1 Both parties agree to treat all confidential information obtained within the framework of the contractual relationship as strictly confidential and to use it exclusively for the purposes of the given contract. In particular, the client is prohibited from using the content of the funding application created by Eliforia for another funding application.
7.2 The client is obliged to inform Eliforia about its participation, if existent, in another funding application being prepared under the same funding call.
7.3 The existence of the contractual relationship between Eliforia and the client is not subject to confidentiality, but may be expressly used by both parties as a reference and made public.

§ 8 Further use of the funding application

8.1. The funding applications submitted may only be used by the client for the purpose specified in the contract. The sharing or communication of the funding application to third parties as well as the use or reuse of the documents, in particular for other funding applications or projects, is not permitted without the express prior written consent of Eliforia. Any violation will be punished with a contractual penalty of €5000.00.
8.2. Eliforia may authorise the reuse of the funding applications against payment of a license fee. Eliforia will determine the license fee on a case-by-case basis.

§ 9 Data protection

9.1. Eliforia complies with the statutory provisions on data protection. Eliforia points out that in order to provide the contractually agreed services, the following personal data of the clients is collected, stored and processed: company name, company address, first and last name, telephone number and email address of the contact person for the administration of the contract. Furthermore, other personal data may be relevant for the funding application and processed by Eliforia, e.g. gender, nationality, job title and relevant professional experience of the employees.
9.2. The processing of this personal data is necessary for the fulfillment of the contract and is therefore lawful in accordance with Art. 6 (1) lit. b GDPR.
9.3. Eliforia is entitled to transmit the client’s data to third parties if this is necessary to fulfill the individual contract.
9.4. Further information can be found in the data protection declaration at www.eiforia.de/datenschutz.

§ 10 Contract duration and termination

10.1. The contract duration depends on the success of the funding application prepared by Eliforia. If the funding application is successful, the contract term ends with the conclusion of the funding contract between the client and the funder. If the funding applications are unsuccessful, the contract term ends when the rejection of the potential funder is made known to the client.
10.2. Ordinary termination of the contract is excluded.
10.3. Extraordinary termination of the contract is possible for both parties at any time and without notice by submitting a written declaration if there is good cause.
10.4. A good cause exists if the terminating party cannot be expected to continue the contractual relationship until the end of the ordinary notice period, taking into account all the circumstances of the individual case and balancing the interests of both parties.
10.5. A good cause that justifies extraordinary termination is particularly deemed to exist in the following cases:
The client has failed to fulfil its contractual obligations to cooperate despite repeated requests from Eliforia.
The financial situation of one party has deteriorated significantly, such that the fulfillment of the contract is at risk.
An application for insolvency has been filed against the assets of one party or insolvency has been declared.
Criminal acts have been committed by the client or by the client’s agents.
Unforeseeable events (e.g. natural disasters) affect the operations of a party and make it impossible to fulfill the contract.
The consultant is dead, long-term ill or so seriously injured that contract fulfillment is not possible and an internal representative is not available.
10.6. In the event of extraordinary termination and an order has therefore only been partially fulfilled, the following pro rata remuneration must be paid for the services provided up to the time of termination:

§ 11 Final provisions

11.1. There are no verbal side agreements. Amendments or supplements to these General Terms and Conditions must be made in writing in order to be effective; this also applies to amendments to this written clause.
11.2. Where these General Terms and Conditions or other agreements require written form or a written notification, this also includes text form within the meaning of § 126b of the German Civil Code. This includes, in particular, notifications by email.
11.3. Eliforia is entitled to change these General Terms and Conditions at any time. The General Terms and Conditions valid at the time the contract is concluded apply
11.4. The law of the Federal Republic of Germany applies exclusively.
11.5. The contract language is English.
11.6. The place of fulfillment of deliveries and services by Eliforia is the registered office of Eliforia.
11.7. The exclusive place of jurisdiction is the registered office of Eliforia.